Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above. (b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease. (c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender. (d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 5 contracts
Sources: Lease Agreement (Savvis Communications Corp), Lease Agreement (Savvis Communications Corp), Lease Agreement (Savvis Communications Corp)
Assignment and Subletting. (a) Tenant shall not have the right to either voluntarily or by operation of law, assign, transfer, mortgage mortgage, pledge, or otherwise encumber this Lease or sublease any interest therein, and shall not sublet the said Premises or permit anyone any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use or occupy the said Premises or any portion thereof, without the prior written consent of LandlordLandlord first had and obtained, which consent shall not be unreasonably withheld; provided however, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no that Landlord in the exercise of its good faith business judgment may refuse to approve the assignment or transfer of sublease and shall promptly provide Tenant with the reasons for its refusal. In the event Tenant desires to assign this Lease or any interest therein or sublet all or part of the right Premises, Tenant shall give Landlord written notice thereof, which notice shall include (i) the name of occupancy hereunder may the proposed assignee, subtenant or occupant ("Transferee"), (ii) reasonable financial information regarding the Transferee, (iii) a description of the Transferee's business to be effectuated by operation carried on in the Premises, and (iv) the terms of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant sublease and a description of this Lease or its interest herein or sublease the portion of the Premises to be affected. Tenant shall also provide Landlord such additional information regarding the Transferee or any the proposed assignment or sublease as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall have the right to assign or sublet the premises, or a portion thereof thereof, to a wholly owned affiliated company or subsidiary, without the Landlord's consent. Tenant shall be required, however, to give written notice to Landlord in violation advance of such assignment or sublet and to prepare assignment or sublet agreements on forms that are reasonably satisfactory to Landlord. In no event shall such an assignment or sublet release Tenant from its obligations under the terms of this Section 15 Lease. Consent to one assignment, subletting, occupation or use by any other person shall not be deemed to a consent to any subsequent assignment, subletting, occupation or use by another person. Any assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute an Event of Default a default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 4 contracts
Sources: Office Building Lease (Fair Isaac & Company Inc), Office Building Lease (Fair Isaac & Company Inc), Office Building Lease (Fair Isaac & Company Inc)
Assignment and Subletting. (a) Tenant shall not have the right to assignassign or sublet, transferwhether voluntarily or involuntarily or by operation of law, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereof, part thereof without the Landlord's prior written consent of Landlordapproval, which consent shall not be unreasonably withheld, conditioned . The merger of Tenant with any other entity or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or the transfer of any controlling or managing ownership or beneficial interest in Tenant shall constitute an assignment hereunder. If Tenant desires to assign this Lease or sublet any or all of the right Building, Tenant shall give Landlord written notice forty-five (45) days prior to the anticipated effective date of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice and all related documents and agreements associated with the assignment or sublease, including without limitation, the financial statements of any proposed assignee or subtenant, to notify Tenant of in writing that Landlord elects: (1) to permit Tenant to assign this Lease or its interest herein or sublease sublet such space, subject however to Landlord's prior written approval of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee subtenant and of any related documents or sublessee to enable Landlord to make agreements associated with the determination called for above.
(b) The consent assignment or sublease received by Landlord hereunder or reasonably requested by Land▇▇▇▇; (▇) to any disapprove such proposed assignment or subletting or (3) to terminate this Lease as of the date specified in Land▇▇▇▇'▇ ▇otice thereof. If Landlord should fail to notify Tenant in writing of such election, Landlord shall be deemed to have elected option (2). This Lease may not be construed as a waiver or release assigned by operation of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Leaselaw. Landlord’s consent to any Any purported assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with contrary to the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment hereof shall be subject and subordinate to this Lease void. If Tenant receives rent or other consideration for any such transfer in all respectsexcess of the Rent, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain in case of the Guarantor hereunder. Any such assignee or sublessee shall conduct sublease of a business in portion of the Premises which is a permitted use pursuant to Section 4 of this Lease andPremises, in the case excess of an assignment such assignee Rent that is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party fairly allocable to such subleaseportion, and (B) Landlord’s consent after appropriate adjustments to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean assure that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or all other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if payments required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periodshereunder are appropriately taken into account, Tenant shall have the right, without the consent pay Landlord one hundred percent (100%) of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.the
Appears in 4 contracts
Sources: Industrial Lease (Network Appliance Inc), Industrial Lease (Network Appliance Inc), Industrial Lease (Network Appliance Inc)
Assignment and Subletting. Tenant acknowledges that Landlord has entered into this Lease based on the financial creditworthiness and business reputation of Tenant and that such was a material inducement to Landlord’s entering into Lease. Accordingly, Tenant shall not, either directly, or indirectly, or by operation of law or by merger, reorganization or otherwise:
(a) Tenant shall not have the right to assign, transfermortgage, mortgage pledge, encumber or otherwise encumber transfer this Lease Lease, the Term and estate hereby granted or sublease or any interest hereunder;
(b) permit anyone to use or occupy the Premises or any portion thereofpart to be utilized by anyone other than Tenant or
(c) sublet or hypothecate (all of which be hereafter referred to as a “Transfer”) the Premises or any part thereof without obtaining in each instance, without the prior Landlord’s written consent of Landlordconsent, which consent shall not may be unreasonably withheld, conditioned or delayed by in Landlord’s sole and absolute discretion. Except as expressly permitted under Section 15(d) below, no assignment or The transfer of this Lease any ownership interest in Tenant so as result in a change of control by way of merger, sale, reorganization, transfer of stock (except with respect to transfer of stock which is listed on a “National Securities Exchange” as defined in the Securities Exchange Act of 1934), sale of assets, appointment of a receiver or the right of occupancy hereunder may be effectuated take-over by operation of law governmental authorities or otherwise without the prior written consent shall be deemed a prohibited Transfer requiring Landlord’s consent. Transfer of Landlord. Any attempted assignment Tenant’s right to occupy or transfer by Tenant of this Lease use all or its interest herein or sublease any portion of the Premises or made without Landlord’s consent shall be null and void and confer no rights upon any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Leasethird person. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment Transfer of Tenant’s rights hereunder shall not constitute a waiver of the necessity for such consent to any subsequent attempted Transfer. Receipt by Landlord or subletting Rent due hereunder from any party other than Tenant shall not be construed as deemed to be a waiver or release consent to any such Transfer, nor relieve Tenant of Tenant from any and all liability its obligating to pay Rent for the performance full Tern of all covenants and obligations to be performed by Tenant under this Lease, nor Tenant shall have no claim and hereby waives the collection right to make claim against Landlord to damages by reason of refusal, withholding or acceptance delaying by Landlord of rent from any assignee, transferee or subtenant constitute consent to a waiver or release requested Transfer. Tenant agrees at the time of Tenant from any of its liabilities or obligations under this Lease. requesting Landlord’s consent to pay to Landlord an amount equal to Two Thousand and 00/100 Dollars ($2,000.00) to cover Landlord’s attorney fees and administrative expense for the review, processing or preparation of any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying document in connection with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant Transfer, such payment to Section 4 be made in consideration of this Lease and, in the case Landlord’s review and independent of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will regardless as to whether or not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Leaseis granted.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 4 contracts
Sources: Lease Agreement (Monro Muffler Brake Inc), Lease Agreement (Monro Muffler Brake Inc), Lease Agreement (Monro Muffler Brake Inc)
Assignment and Subletting. (a) Except as provided below, Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber assign this Lease or sublease or permit anyone to use or occupy the Premises or any portion part thereof, without the Landlord’s prior written consent of Landlordconsent, which consent shall not be unreasonably withheld, conditioned or delayed by delayed, and any attempt to do so without Landlord’s consent shall be void and of no effect. Except as expressly permitted under Section 15(d) belowFurthermore, no Tenant shall not mortgage, or pledge, its leasehold interest in this Lease. It shall be reasonable for the Landlord to withhold, delay or condition consent to any assignment or sublease if the intended use of the Premises by the assignee or sublessee would impact the operations of other tenants, their use of the Project, or impair Landlord’s ability to re-lease other space in the Building or Project. Tenant shall provide to Landlord all information concerning the assignee or sublessee as Landlord may reasonably request, and any approved assignment or sublease shall be (i) expressly subject to the terms and conditions of this Lease, and (ii) revocable if there is an uncured Event of Default, either at the time of notice or as of the effective date of the assignment or sublease. For purposes of this Paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the right of occupancy hereunder may be effectuated Premises, or any part thereof, to any entity controlling Tenant, controlled by operation of law Tenant or otherwise under common control with Tenant (a “Tenant Affiliate”), without the prior written consent of Landlord. Any attempted Landlord may charge Tenant $1,500 in connection with any assignment or transfer by sublease for which ▇▇▇▇▇▇▇▇’s consent is required. This Lease shall be binding upon Tenant and its successors and permitted assigns. Upon ▇▇▇▇▇▇▇▇’s receipt of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance ▇▇▇▇▇▇’s written notice of Tenant’s intention a desire to assign or transfer sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days, terminate this Lease or as of the commencement date specified in Tenant’s notice, with respect to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to space described in Tenant’s notice. Notwithstanding any assignment or subletting subletting, Tenant and any guarantor of Tenant’s obligations shall not be construed as a waiver or release of Tenant from any and all liability remain liable for the performance payment of the Base Rent, Taxes, Monthly FOE and any other amounts due, and compliance with all covenants and of Tenant’s obligations to be performed under this Lease (regardless of whether Landlord’s approval has been obtained for any such assignment or subletting). In the event that the rent due by Tenant a sublessee or assignee exceeds the rental payable under this Lease, nor then Tenant shall the collection or acceptance of pay to Landlord all such excess as additional rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Leasewithin 10 days following receipt by Tenant. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is assigned or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: are subleased (a) (i) any corporation or entity which controls Savvis whether in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes or if the Premises are occupied by anyone other than Tenant, then upon an Event of avoiding Default Landlord may collect rent from any occupant and, except to the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, extent set forth in the event of any assignmentpreceding paragraph, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of apply the terms, conditions and provisions of this Lease, amount collected to the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor next rent payable hereunder.
Appears in 3 contracts
Sources: Lease Agreement (Lakeside Holding LTD), Lease Agreement (Lakeside Holding LTD), Lease Agreement (Lakeside Holding LTD)
Assignment and Subletting. No assignment of this Lease or sublease of all or any part of the Premises shall be permitted, except as provided in this Section 16.
(a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereofnot, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned assign or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of hypothecate this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its any interest herein or sublease of sublet the Premises or any portion thereof in violation part thereof, or permit the use of this Section 15 the Premises by any party other than Tenant. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, constitute an Event of Default under terminate this Lease. This Lease shall not, nor shall any interest of Tenant agrees herein, be assignable by operation of law without the written consent of Landlord, which shall not be unreasonably withheld.
(b) If at any time or from time to time during the Term Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord at least setting forth the terms and provisions of the proposed assignment or sublease, and the identity of the proposed assignee or subtenant. Tenant shall promptly supply Landlord with such information concerning the business background and financial condition of such proposed assignee or subtenant as Landlord may reasonably request. Landlord shall have the option, exercisable by notice given to Tenant within twenty (20) days’ advance written notice of days after Tenant’s intention notice is given, either to sublet such space from Tenant at the rental and on the other terms set forth in this Lease for the term set forth in Tenant’s notice, or, in the case of an assignment, to terminate this Lease. If Landlord does not exercise such option, Tenant may assign the Lease or sublet such space to such proposed assignee or subtenant on the following further conditions:
(i) Landlord shall have the right to approve such proposed assignee or subtenant, and will not unreasonably withhold approval;
(ii) The assignment or sublease shall be on the same terms as this lease. No assignment or sublease shall be valid and no assignee or subtenant shall take possession of the Premises until an executed counterpart of such assignment or sublease has been delivered to Landlord;
(iii) No assignee or subtenant shall have a further right to assign or transfer sublet except on the terms herein contained;
(c) Notwithstanding the provisions of paragraphs a and b above, Tenant, upon written notice to Landlord, may assign this Lease or to sublease sublet the Premises or any portion thereof, along without Landlord’s consent and without extending any recapture or termination option to Landlord, to any corporation which controls, is controlled by or is under common control with reasonably sufficient information about Tenant, or to any corporation resulting from a merger or consolidation with Tenant, or to any person or entity which acquires assets of Tenant’s business as a going concern, provided that (i) the proposed assignee or transferee or sublessee to enable Landlord to make subtenant assumes, in full, the determination called for aboveobligations of Tenant under this Lease, (ii) Tenant remains fully liable under this Lease, and (iii) the use of the Premises under Section 9 remains unchanged.
(bd) No subletting or assignment shall release Tenant of Tenant’s obligations under this Lease or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. The consent acceptance of Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision herein. Consent to one assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s deemed consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any In the event of default by an assignee or subtenant of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such sublease assignee, subtenant or assignment shall be subject and subordinate successor. Landlord may not consent to this subsequent assignments of the Lease in all respectsor subletting or amendments or modifications to the Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and to without obtaining its or their consent thereto and any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease actions shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms relieve Tenant of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, liability under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(ce) If this Tenant assigns the Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, sublets the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without Premises or requests the consent of Landlord but to any assignment or subletting or if Tenant requests the consent of Landlord for any act that Tenant proposes to do, then Tenant shall, upon prior written notice to Landlorddemand, pay Landlord an administrative fee of One Hundred Fifty and No/100 Dollars ($150.00) plus any attorneys’ fees reasonably incurred by Landlord in accordance connection with the other provisions of this Section 15 as if consent were required, to assign this Lease, such act or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderrequest.
Appears in 3 contracts
Sources: Office Lease (Arcadia Biosciences, Inc.), Office Lease (Arcadia Biosciences, Inc.), Office Lease (Arcadia Biosciences, Inc.)
Assignment and Subletting. (a) A. Tenant shall agrees not have the right to assign, transfersublet, license, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy Agreement, the Premises Premises, or any portion part thereof, whether by voluntary act, operation of law, or otherwise, without the specific prior written consent of LandlordLandlord in each instance. If Tenant is a corporation or a partnership, which consent transfer of a controlling interest of Tenant shall be considered an assignment of this Lease Agreement for purposes of this Article. Consent by Landlord in one such instance shall not be unreasonably withhelda waiver of Landlord's rights under this Article as to requiring consent for any subsequent instance. In the event Tenant desires to sublet a part or all of the Premises, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of assign this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior Agreement, Tenant shall give written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees notice to give Landlord at least twenty thirty (2030) days’ advance written days prior to the proposed subletting or assignment, which notice shall state the name of Tenant’s intention to assign the proposed subtenant or transfer this Lease assignee, the terms of any sublease or to sublease assignment documents and copies of financial reports or other relevant financial information of the Premises proposed subtenant or assignee. At Landlord's option, any portion thereof, along with reasonably sufficient information about and all payments by the proposed assignee or transferee sublessee with respect to the assignment of sublease shall be paid directly to Landlord. In any event no subletting or sublessee assignment shall release Tenant of its obligation to enable Landlord pay the rent and to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and perform all liability for the performance of all covenants and other obligations to be performed by Tenant under hereunder for the Term of this Lease, nor shall the collection or Lease Agreement. The acceptance of rent by Landlord from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting other person shall not be construed as relieving Tenant from the obligation deemed to be a waiver by Landlord of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions provision hereof. Savvis Asset HoldingsAt Landlord's option, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain Landlord may terminate the Guarantor hereunder. Any such assignee or sublessee shall conduct a business Lease Agreement in the Premises which is a permitted use pursuant to Section 4 lieu of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain giving its consent to any proposed assignment from any such Lenderof this Lease Agreement or subletting of the Premises (which termination may be contingent upon the execution of a new lease with the proposed assignee or subtenant).
(d) Notwithstanding B. Landlord's right to assign this Lease Agreement is and shall remain unqualified upon any sale or transfer of the foregoingBuilding and, so long as Tenant is not in default providing the purchaser succeeds to the interests of Landlord under this Lease beyond any applicable notice and cure periodsAgreement, Tenant Landlord shall have the right, without the consent thereupon be entirely freed of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part all obligations of the Premises to: (a) (i) Landlord hereunder and shall not be subject to any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity liability resulting from the merger any act or consolidation of Savvis with another corporation omission or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided event occurring after such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderconveyance.
Appears in 3 contracts
Sources: Standard Office Lease Agreement (Sajan Inc), Lease Agreement (Health Fitness Physical Therapy Inc), Lease Agreement (Health Fitness Physical Therapy Inc)
Assignment and Subletting. (a) SECTION 14.01. Tenant shall not have the right to assign, transfer, mortgage assign or otherwise encumber its interest in this Lease or in the Demised Premises, or sublease or permit anyone to use or occupy the Premises all or any portion thereofpart of the Demised Premises, or sublease all or any part of the Demised Premises, or allow any other person or entity (except Tenant's authorized representatives) to occupy or use all or any part of the Demised Premises without the first obtaining Landlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheldwithheld or delayed. Any assignment, conditioned encumbrance, or delayed by sublease without Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the 's prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, shall be void and shall constitute an Event of Default under this Lease. No consent to any assignment, encumbrance, or sublease on any one occasion shall constitute a consent to any subsequent assignment, encumbrance or sublease, it being agreed that Tenant agrees to give Landlord at least twenty (20) days’ advance must first obtain Landlord's prior written notice consent on each occasion. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary, or by operation of Tenant’s intention to assign or transfer this Lease or to sublease the Premises law, or any portion thereofpartner or partners owning fifty (50%) percent or more of the partnership, along with reasonably sufficient information about or the proposed assignee dissolution of the partnership, shall be deemed an assignment and shall require Landlord's prior written consent. The sale of all or transferee substantially all of the assets or sublessee to enable Landlord to make capital stock of the determination called for above.Tenant, by way of merger or acquisition, shall not constitute an assignment requiring the consent of the Landlord..
(b) The consent by Landlord SECTION 14.02. With respect to any assignment proposed sublease or subletting assignment, Tenant shall not submit to Landlord all documents, information and agreements concerning the same, and prior to the effective date of any such sublease or assignment, Landlord shall have the option, exercisable in writing to Tenant, to recapture the within Lease so that such prospective sublessee or assignee shall then become the sole tenant of Landlord hereunder, or alternatively to recapture said space, and the within Tenant shall be construed as a waiver or release of Tenant fully released from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of hereunder. Landlord may condition its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting upon any matters or things required by Landlord as it shall not be construed as relieving Tenant determine in its reasonable discretion, including without limitation, Landlord's receipt of a satisfactory attornment from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect sublessee. Landlord may further condition its consent to any subsequent assignment subletting upon Landlord's receipt of a covenant by Tenant to pay to Landlord, in addition to the Rent reserved hereunder, fifty percent (50%) of any and all sums which Tenant may receive from such sublessee under the sublease, directly or indirectly, which are in excess of the Rent after deduction of the reasonable costs to Tenant of the subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such The assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease andassume, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes written instrument, all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is notthis Lease, and will a copy of such assumption agreement shall be furnished to Landlord within ten (10) days of its execution. The Tenant and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease, including, but not becomelimited to, a party the payment of Rent reserved herein, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified.
SECTION 14.03. Tenant hereby immediately and irrevocably assigns to such subleaseLandlord, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the as security for Tenant's obligations of Landlord or Tenant under this Lease, any sublease which may be approved by Landlord and Landlord’s consent to all rights and remedies of Tenant under any such assignment or sublease sublease. Landlord shall not be construed to mean that Landlord has approved have any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that obligations under any such work sublease. Tenant agrees to execute and deliver to Landlord any and all documents requested by Landlord to evidence such assignment. Landlord, as assignee and as attorney-in-fact for Tenant, or as a receiver for Tenant appointed on Landlord's application, may collect the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, rent under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of any sublease and apply it toward Tenant's obligations under this Lease.
(c) If this Lease is SECTION 14.04. In any event, the acceptance by the Landlord of any rent from the assignee or shall be assigned by from any of the subtenants or the failure of the Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but insist upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the strict performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions covenants herein shall not release the Tenant herein or the Guarantor, if any, nor any assignee assuming this Lease, from any and all of the obligations herein during and for the entire Term of this Lease, .
SECTION 14.05. Landlord shall have no right of approval or recapture with respect to an assignment resulting from a merger of Tenant or from the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain sale of 50% or more of the Guarantor hereunderstock or assets of Tenant or from the assignment of this Lease to another financial institution as long as said financial institution has an equal or greater net worth as the Tenant.
Appears in 3 contracts
Sources: Lease (Yardville National Bancorp), Lease (Yardville National Bancorp), Lease (Yardville National Bancorp)
Assignment and Subletting. (a) Except as herein provided, Tenant shall may not have the right to assign, transfer, mortgage or otherwise encumber assign this Lease in whole or sublease or permit anyone to use or occupy the Premises in part, nor sublet all or any portion thereofof the Premises, without the prior written consent of LandlordLandlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed by Landlordand shall be deemed granted if not given or denied in writing within thirty (30) days from Tenant’s written request therefor. Except as expressly permitted under Section 15(d) belowFurther, no notwithstanding the foregoing, such consent shall not be required if such assignment or transfer sublease is from Tenant to a wholly owned subsidiary of this Lease Tenant or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice a wholly owned subsidiary of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereofparent, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) if any. The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s the necessity for such consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease No assignment, under letting, occupancy or assignment collection shall be subject deemed acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of the covenants on the part of Tenant herein contained. This prohibition against assignment or subleasing includes those by operation of law, legal process, receivership, bankruptcy or otherwise, whether voluntary or involuntary. Landlord, by its acceptance hereof, acknowledges that Tenant may mortgage or collaterally assign its interest in and subordinate to this Lease in all respectsand the leasehold estate created hereunder to institutional lenders providing financing to Tenant, and to Tenant’s parent, if any, or to any amendments, modifications, renewals, extensions subsidiary or expansions hereofaffiliate of Tenant. Savvis Asset Holdings, Inc. (“Savvis”) Tenant shall remain primarily fully liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of on this Lease and assumes all shall not be released from performing any of the obligations terms, covenants and liabilities conditions hereof or any rents or other sums to be paid hereunder. Tenant acknowledges and agrees that any and all right and interest of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is notin and to the Premises, and will not become, a party to such sublease, all right and (B) Landlord’s consent to such sublease does not create a contractual relationship between interest of the Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under in this Lease, and Landlord’s consent to such assignment may be conveyed, assigned or sublease shall not be construed to mean that encumbered at the sole discretion of the Landlord has approved at any plans or specifications for renovations time. In addition, notwithstanding the foregoing to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periodscontrary, Tenant shall have the right, without the consent of Landlord but upon prior written notice right to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, license or sublet the whole all or part any portion of the Premises to: (a) (i) any to a physician, physician group, professional corporation or other entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power licensed to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, practice medicine in the event of any assignmentState where the Premises are located or to such other individuals or entities providing health-related services, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderwithout first obtaining Landlord’s prior consent.
Appears in 3 contracts
Sources: Lease (Radiation Therapy Services Holdings, Inc.), Lease (Radiation Therapy Services Holdings, Inc.), Lease (Radiation Therapy Services Holdings, Inc.)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereofnot, without the prior written consent of Landlord, Landlord (which consent shall will not be unreasonably withheldwithheld provided no Tenant default exists), conditioned (i) assign, transfer, convey or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of mortgage this Lease or the right any interest hereunder; (ii) suffer to occur or permit to exist any assignment of occupancy hereunder may be effectuated this Lease, or any lien or charge upon T▇▇▇▇▇’s interest, involuntarily or by operation of law law; (iii) sublet the Premises or otherwise without any part thereof, or (iv) permit the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease use of the Premises or any portion part thereof in violation by any parties other than Tenant and its employees. Any such action on the part of this Section 15 shallTenant shall be void and of no effect. L▇▇▇▇▇▇▇’s consent to any assignment, subletting or transfer or Landlord’s election to accept any assignee, subtenant or transferee as the tenant hereunder and to collect rent from such assignee, subtenant or transferee shall be at the option of Landlord, constitute an Event of Default ’s sole and exclusive discretion and shall not release Tenant or any subsequent tenant from any covenant or obligation under this Lease. Tenant agrees L▇▇▇▇▇▇▇’s consent to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign any assignment, subletting or transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future assignment, subletting, or transfer. In no event shall this Lease be assigned or assignable by voluntary or involuntary bankruptcy proceedings or otherwise, and in no event shall this Lease or to sublease the Premises any rights or privileges hereunder be an asset of Tenant under any portion thereofbankruptcy, along with reasonably sufficient information about the proposed assignee insolvency or transferee or sublessee to enable Landlord to make the determination called for abovereorganization proceedings, except as provided by law.
(b) The consent by Landlord At least 60 days prior to any assignment proposed subletting or subletting assignment, Tenant shall not be construed as submit to Landlord a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. statement seeking Landlord’s consent to any and containing the name and address of the proposed subtenant or assignee, the terms of the proposed sublease or assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, and such financial and other information with respect to the proposed subtenant or assignee as Landlord reasonably may request. Landlord shall indicate its consent or non consent within 15 days of its receipt of said statement and all financial and other information requested by Landlord.
(c) In addition to withholding its consent, Landlord shall have the additional right to terminate this Lease as to that portion of the Premises which Tenant seeks to assign or sublet, whether by requesting Landlord’s consent thereto or otherwise. Landlord may exercise such right to terminate by giving written notice to Tenant at any subsequent time prior to L▇▇▇▇▇▇▇’s written consent or non-consent to such assignment or sublettingsublease. Any In the event that Landlord exercises such sublease or assignment right to terminate, Landlord shall be subject and subordinate entitled to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. recover possession of such portion of the Premises on the later of (“Savvis”i) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any proposed date for possession by such assignee or sublessee shall conduct a business subtenant, or (ii) 90 days after the date of Landlord’s notice of termination to Tenant.
(d) In the event that Landlord fails to exercise its termination right and its right to withhold its consent as set forth in the Premises which is a permitted use pursuant to Section 4 of this Lease andpreceding paragraph, and in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) event that Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent consents to any assignment or sublease does not affect of any portion of the obligations Premises, as a condition of Landlord’s consent, if Landlord so elects to consent, Tenant shall pay to Landlord 90% of all profit derived by Tenant from such assignment or sublease. Tenant under this Leaseshall furnish Landlord with a sworn statement, certified by an independent certified public accountant, setting forth in detail the computation of profit (which computation shall be based upon generally accepted accounting principles), and Landlord’s consent , or its representatives, shall have access to the books, records and papers of Tenant in relation thereto, and to make copies thereof. Any rent in excess of that paid by Tenant hereunder realized by reason of such assignment or sublease sub lease shall not be construed deemed an item of such profit. If a part of the consideration for such assignment shall be payable other than in cash, the payment to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must shall be conducted payable in accordance with the terms foregoing percentage of this Leasethe cash and other non cash considerations in such form as is satisfactory to Landlord. The foregoing Such percentage of Tenant’s profits shall not be construed paid to Landlord promptly by Tenant upon T▇▇▇▇▇’s receipt from time to time of periodic payments from such assignee or subtenant or at such other earlier time as limiting Tenant shall realize its profits from such assignment or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Leasesublease.
(ce) If Tenant shall assign this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loanpermitted herein, the consent assignee shall expressly assume all of the obligations of Tenant hereunder in a written instrument satisfactory to Landlord and furnished to Landlord not later than fifteen (15) days prior to the effective date of the assignment. If Tenant shall sublease the Premises as permitted herein, Tenant shall obtain and furnish to Landlord, not later than fifteen (15) days prior to the effective date of such Lender (if required by sublease and in form satisfactory to Landlord, the terms written agreement of such subtenant to the applicable loan documents) shall be requiredeffect that the subtenant will attorn to Landlord, when applicableat Landlord’s option and written request, in the same manner as and in addition to any consents by Landlord under event this Lease terminates before the terms expiration of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lenderthe sublease.
(df) Notwithstanding the foregoing, so long as If Tenant is not a corporation, a change or series of changes in default ownership of stock which would result in direct or indirect change in ownership by the stockholders or an affiliated group of stockholders of more than forty nine percent (49%) of the outstanding stock as of the date of the execution and delivery of this Lease shall be deemed to be a transfer of this Lease for the purpose of Paragraph 15(a). If Tenant is a partnership, joint venture, or a limited liability company, any transaction or series of transactions (including, without limitation, any withdrawal or admittance of a partner, or a member, as the case may be, or any change in any partner’s or member’s interest, as the case may be, in Tenant, whether voluntary, involuntary or by operation of law, or any combination of any of the foregoing transactions) resulting in the transfer of control of Tenant, shall be deemed to be a transfer of T▇▇▇▇▇’s interest under this Lease beyond any applicable notice and cure periods, Tenant shall have for the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominatedParagraph 15(a). As The term “control” as used in this Section 15; “control” shall mean Paragraph 15(f) means the power to directly or indirectly direct or cause the direction of the day to day management and or policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderTenant.
Appears in 3 contracts
Sources: Office Lease Agreement (Semper Paratus Acquisition Corp), Office Lease Agreement (Semper Paratus Acquisition Corp), Office Lease Agreement (Semper Paratus Acquisition Corp)
Assignment and Subletting. (a) A. Tenant shall agrees not have the right to assign, transfersublet, license, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy Agreement, the Premises Premises, or any portion part thereof, whether by voluntary act, operation of law, or otherwise, without the specific prior written consent of LandlordLandlord in each instance, which consent Landlord shall not unreasonably withhold, condition or delay. If Tenant is a corporation, partnership or other legal entity, transfer of a controlling interest of Tenant shall be considered an assignment of this Lease Agreement for purposes of this Article, provided, however, an assignment or sublet to an affiliate will not require Landlord’s consent. Consent by Landlord in one such instance shall not be unreasonably withheld, conditioned or delayed by a waiver of Landlord’s rights under this Article as to requiring consent for any subsequent instance. Except as expressly permitted under Section 15(d) below, no In connection with any assignment or transfer of this Lease Agreement or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease subletting of the Premises made or any portion thereof in violation requested by Tenant, Tenant shall pay Landlord (i) a processing fee of this Section 15 shall, at the option of $500.00 and (ii) all out-of-pocket costs incurred by Landlord, constitute an Event including reasonable attorneys’ fees. In the event Tenant desires to sublet a part or all of Default the Premises, or assign this Lease Agreement, Tenant shall give written notice to Landlord at least thirty (30) days prior to the proposed subletting or assignment, which notice shall state the name of the proposed subtenant or assignee, the terms of any sublease or assignment documents and copies of financial reports or other relevant financial information of the proposed subtenant or assignee. If any Tenant default has occurred under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or , any portion thereof, along with reasonably sufficient information about and all payments by the proposed assignee or transferee subtenant with respect to the assignment or sublessee sublease shall be paid directly to enable Landlord to make the determination called for above.
(b) The consent by Landlord to Landlord. In any event no assignment or subletting shall not be construed as a waiver or release Tenant of Tenant from any its obligation to pay the rent and to perform all liability for the performance of all covenants and other obligations to be performed by Tenant under hereunder for the Term of this Lease, nor shall the collection or Lease Agreement. The acceptance of rent by Landlord from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting other person shall not be construed as relieving Tenant from the obligation deemed to be a waiver by Landlord of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions provision hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) At Landlord’s consent to such sublease does not create a contractual relationship between option, Landlord and such sublessee, nor does it create any liability may terminate the Lease Agreement in lieu of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain giving its consent to any proposed assignment from any such Lenderof this Lease Agreement or subletting of the Premises (which termination may be contingent upon the execution of a new lease with the proposed assignee or subtenant); provided that this recapture right will only apply in instances of an assignment of Lease or a sublease of the entire Premises for the entire remaining term.
(d) Notwithstanding B. Landlord’s right to assign this Lease Agreement is and shall remain unqualified upon any sale or transfer of the foregoingBuilding and, so long as Tenant is not in default providing the purchaser succeeds to the interests of Landlord under this Lease beyond any applicable notice and cure periodsAgreement, Tenant Landlord shall have the right, without the consent thereupon be entirely freed of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part all obligations of the Premises to: (a) (i) Landlord hereunder and shall not be subject to any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity liability resulting from the merger any act or consolidation of Savvis with another corporation omission or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided event occurring after such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderconveyance.
Appears in 3 contracts
Sources: Lease Agreement, Standard Office Lease Agreement (Virtual Radiologic CORP), Standard Office Lease Agreement (Virtual Radiologic CORP)
Assignment and Subletting. (a) Tenant Lessee shall not have the right to assign, transfer, mortgage or otherwise encumber assign this Lease or sublease any interest therein, or permit anyone to use or occupy the Premises sublet all or any portion thereofof the Premises, or allow the use of any portion of the Premises by any third party, without the prior written consent of LandlordLessor in each instance, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlordwithheld for any reason. Any attempted assignment assignment, sublease or transfer by Tenant occupancy does not relieve Lessee from obtaining the consent in writing of this Lease Lessor to any further assignment, subletting or its interest herein occupancy, and does not release Lessee or sublease any guarantor from liability hereunder. Lessor may accept rent from any person or entity in possession of the Premises without the same being deemed consent to an assignment or sublease and without the same being deemed a release of Lessee or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any other party of its liabilities or obligations under this Lease. Landlord’s Lessee shall provide a copy of the proposed sublease or assignment instrument to Lessor when requesting consent and shall provide a copy of the executed sublease or assignment instrument to any Lessor after obtaining consent. Lessee shall pay to Lessor reasonable costs and expenses incurred by Lessor in reviewing a proposed sublease or assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent exceed Five Thousand Dollars ($5,000.00). In considering a request by Lessee for assignment or subletting, it shall be reasonable for Lessor to consider, among other things: (i) the financial record and capability of the proposed assignee or subleases, (ii) the business and personal reputation of the proposed assignee or sublessees and its principals, and (iii) the type of business to be carried on by the proposed assignee or sublessee. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such permitted assignee or sublessee hereunder shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is be bound by all of the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(cb) If Lessor shall have the right at any time to sell or convey the Premises subject to this Lease is or shall be assigned by Landlord to any Lender assign its rights, title and interest as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default Lessor under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in In the event of any assignmentsuch sale or assignment (other than a collateral assignment as security for an obligation of Lessor), sublettingLessor shall be relieved from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or other transfer under this Leaseliabilities accrued prior to the date of such assignment or sale, Savvis shall remain liable for performance and compliance with all of to the terms, conditions and provisions of this Lease, extent that the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderbuyer or assignee assumes such liabilities.
Appears in 3 contracts
Sources: Lease Agreement (Johnson Polymer Inc), Real Estate and Equipment Lease Agreement (Johnson Polymer Inc), Lease Agreement (Johnson Polymer Inc)
Assignment and Subletting. (a) Except as otherwise provided in the immediately following sentence, Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber pledge this Lease Lease, or sublease sublet the Premises or any part thereof, or permit anyone to use any other person or occupy the Premises or any portion part thereof, without the prior written consent of Landlord, which such consent not to be unreasonably withheld or delayed. Such prior consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no required of Tenant makes an assignment or transfer of this Lease sublease to a subsidiary or the right of occupancy hereunder may be effectuated by operation of law affiliate or otherwise without the prior written consent of Landlord. Any attempted assignment other corporation or transfer partnership which is controlled by Tenant or Tenant’s principals, provided that prior to taking possession of this Lease or its interest herein or sublease any part of the Premises or any portion thereof in violation of this Section 15 shallPremises, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business sign an assumption agreement in the Premises which is a permitted use pursuant form satisfactory to Section 4 of this Lease andLandlord, in the case of an assignment whereby such assignee is or sublessee agrees to be bound by the terms and conditions of this Lease and assumes all Lease. Any such assignment or subletting, even with the consent of Landlord, shall not release Tenant from liability for payment of rent or any other charges hereunder or from any of the other obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and any additional consideration resulting from an assignment or subletting requiring Landlord’s prior consent in excess of the rent specified herein shall be additional rent hereunder due and payable to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this LeaseLandlord. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance acceptance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment rent from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all any additional consideration resulting from an assignment or subletting requiring Landlord prior consent in excess of the terms, conditions rent specified herein shall be additional rent hereunder due and payable to Landlord. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this LeaseLease or to be a consent to an assignment or subletting. Upon any assignment of this Lease or subletting of the Premises, a change in any respect of the Guaranty use of the Premises from the use actually employed by the original Tenant shall remain in full force and effect, and Savvis Communications Corporation shall remain require the Guarantor hereunderprior written consent of Landlord.
Appears in 3 contracts
Sources: Commercial Lease Agreement (Penn National Gaming Inc), Commercial Lease Agreement (Penn National Gaming Inc), Commercial Lease Agreement (Penn National Gaming Inc)
Assignment and Subletting. (a) Except as provided in Section (b) below, Tenant shall not have the right to assign, transfer, mortgage enter into nor permit any Transfer voluntarily or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereofby operation of law, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, conditioned Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if (i) the proposed transferee is an existing tenant of Landlord or delayed an affiliate of Landlord, (ii) the business, business reputation, or creditworthiness of the proposed transferee is unacceptable to Landlord, (iii) Landlord or an affiliate of Landlord has comparable space available for lease by the proposed transferee in the Development, or (iv) Tenant is in default under this Lease or any act or omission has occurred which would constitute a default with the giving of notice and/or the passage of time. A consent to one Transfer shall not be deemed to be a consent to any subsequent Transfer. In no event shall any Transfer relieve Tenant from any obligation under this Lease. Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer ’s acceptance of Rent from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or the right of occupancy hereunder may to be effectuated by operation of law or otherwise without the prior written a consent of Landlordto any Transfer. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof Transfer not in violation of conformity with this Section 15 shall, 18 shall be void at the option of Landlord.
(b) Landlord’s consent shall not be required in the event of any Transfer by Tenant to an Affiliate provided that (i) the Affiliate has a tangible net worth at least equal to that of Tenant as of the date of this Lease, constitute (ii) Tenant provides Landlord notice of the Transfer at least 15 days prior to the effective date, together with current financial statements of the Affiliate certified by an Event executive officer of Default the Affiliate, and (iii) in the case of an assignment or sublease, Tenant delivers to Landlord an assumption agreement reasonably acceptable to Landlord executed by Tenant and the Affiliate, together with a certificate of insurance evidencing the Affiliate’s compliance with the insurance requirements of Tenant under this Lease.
(c) The provisions of subsection (a) above notwithstanding, if Tenant proposes to Transfer all of the Premises (other than to an Affiliate), Landlord may terminate this Lease, either conditioned on execution of a new lease between Landlord and the proposed transferee or without that condition. If Tenant proposes to enter into a Transfer of less than all of the Premises (other than to an Affiliate), Landlord may amend this Lease to remove the portion of the Premises to be transferred, either conditioned on execution of a new lease between Landlord and the proposed transferee or without that condition. If this Lease is not so terminated or amended, Tenant shall pay to Landlord, immediately upon receipt, the excess of (i) all compensation received by Tenant for the Transfer over (ii) the Rent allocable to the Premises transferred.
(d) If Tenant requests Landlord’s consent to a Transfer, Tenant shall provide Landlord, at least 15 days prior to the proposed Transfer, current financial statements of the transferee certified by an executive officer of the transferee, a complete copy of the proposed Transfer documents, and any other information Landlord reasonably requests. Immediately following any approved assignment or sublease, Tenant shall deliver to Landlord an assumption agreement reasonably acceptable to Landlord executed by Tenant and the transferee, together with a certificate of insurance evidencing the transferee’s compliance with the insurance requirements of Tenant under this Lease. Tenant agrees to give reimburse Landlord at least twenty (20) daysfor reasonable administrative and attorneys’ advance written notice fees in connection with the processing and documentation of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called Transfer for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. which Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Leaserequested.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 3 contracts
Sources: Lease Agreement (Free for All, Inc), Lease Agreement (Free for All, Inc), Lease Agreement (Free for All, Inc)
Assignment and Subletting. (a) 12.01 Tenant shall may not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease sublet the Premises or any portion thereofpart thereof unless it first has obtained Landlord’s prior written consent in its discretion; provided, along with reasonably sufficient information about that Tenant may sublet the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord Premises to any wholly-owned subsidiary or to any affiliate controlled by or under common control with Tenant without Landlord’s consent. In the event of any such permitted assignment or subletting, Tenant and any Guarantors of this Lease shall nevertheless at all times remain fully responsible and liable for the payment of rent and the performance and observance of all of Tenant’s other obligations under the terms, conditions and covenants of this Lease. No assignment or subletting of the Premises or any part thereof shall be binding upon Landlord unless such assignee or subtenant shall deliver to Landlord an instrument (in recordable form, if requested) containing an agreement of assumption of all of Tenant’s obligations under this Lease. Upon the occurrence of an event of default, if all or any part of the Premises are then assigned or sublet, Landlord, in addition to any other remedies provided by this Lease or by law, may, at its option, collect directly from the assignee or subtenant all rent becoming due to Landlord by reason of the assignment or subletting. Any collection by Landlord from the assignee or subtenant shall not be construed as to constitute a waiver novation or release of Tenant from any and all liability for the further performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. In the event Landlord consents to Tenant assigning or subletting all or a portion of the Premises for which Landlord’s consent is required, then any rent accruing to Tenant as the result of such subletting, which rent is in excess of the rent then being paid by Tenant, and any assignment other economic consideration received by or to be received by Tenant in connection with any subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject paid to Landlord as Additional Rent. In the event Landlord consents to Tenant assigning or subletting all or a portion of the Premises, (i) both Tenant and subordinate to this Lease in the subtenant shall be held responsible under all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease including but not limited to the Rules and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is notRegulations, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation right to extend or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer option under this LeaseLease shall terminate unless, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Leasehowever, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderassignee or subtenant is an affiliate or subsidiary of Tenant.
Appears in 3 contracts
Sources: Office Lease Agreement (Apellis Pharmaceuticals, Inc.), Office Lease Agreement (Apellis Pharmaceuticals, Inc.), Office Lease Agreement (Apellis Pharmaceuticals, Inc.)
Assignment and Subletting. (a) A. Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber assign nor in any other way transfer this Lease or sublease or permit anyone to use or occupy any interest therein, nor sublet the Leased Premises or any portion part or parts thereof, nor permit occupancy by anyone with, through, or under it, without the prior previous written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed delayed. Consent by Landlord. Except as expressly permitted under Section 15(d) below, no assignment the Landlord to one or transfer more assignments or subletting of this Lease or the right Leased Premises shall not operate as a waiver of occupancy Tenant's rights as to any subsequent assignments or subletting. The Tenant specifically understands and agrees that any assignment or sublease shall in no way release (unless by written agreement) the Tenant of any of its obligations and covenants under this Lease, nor should said assignment or sublease be construed or taken as a waiver of any of the Landlord's rights or remedies hereunder may be effectuated against or as relating to the Tenant. It is the specific understanding and intention of the parties that in the event the Tenant's interest herein is assigned or sublet either through the provisions of this Article, by operation of law or otherwise without otherwise, the prior written consent of Landlord. Any attempted assignment Tenant shall not monetarily benefit from an increase in the Rental or transfer other considerations paid by Tenant of this Lease the assignee or its interest herein or sublease of subtenant over and above the Premises or any portion thereof Rental provided for in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by event the terms of the applicable loan documents) assignment or sublease provide for an increase in Rental over and above the rental provided for herein, or in the event the Tenant receives, or is entitled to receive, a bonus or consideration from the assignee or subtenant in consideration of said assignment or sublease, such increased Rental, bonus, or consideration shall be requiredpaid directly to the Landlord by either the Tenant and/or the assignee or sublessee, when applicable, in as the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periodscase may be; however, Tenant shall have the right, without prior to the consent payment to the Landlord of Landlord the increased Rental, bonus, or consideration to deduct therefrom any and all costs incurred by Tenant in acquiring such assignee or sublessee, including but upon prior written notice not limited to Landlordleasing commissions, advertising costs, and in accordance with changes or Improvements to the other provisions of this Section 15 as if consent were requiredLeased Premises.
B. Notwithstanding the above, the Tenant has the right to assign this Leaseor sublease to a corporation which is the parent or subsidiary of or is controlled by Tenant, or sublet the whole to a corporation resulting from any reorganization or part merger to which Tenant or its parent or any of the Premises to: (a) (i) its subsidiaries or any corporation or entity which controls Savvis in whole or in partcontrolled by it is a party; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”)provided further, provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoinghowever, in the event of any assignmentassignment or sublease by Tenant, subletting, or other transfer under this Lease, Savvis Tenant shall remain primarily liable and responsible for the faithful performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty use of the Leased Premises shall remain in full force and effectbe substantially the same, and Savvis Communications Corporation shall remain the Guarantor hereunderTenant gives the Landlord written Notice of all particulars of the assignment or sublease.
Appears in 3 contracts
Sources: Lease Agreement (Allscripts Inc /Il), Lease Agreement (Allscripts Inc /Il), Lease Agreement (Allscripts Inc /Il)
Assignment and Subletting. (a) Except for a Permitted Transfer (as defined below), Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber assign this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereofpart thereof or mortgage, pledge or hypothecate its leasehold interest or grant any concession or license within the Premises (any such assignment, sublease, mortgage, pledge, hypothecation, or grant of a concession or license being hereinafter referred to in this Section 18 as a “Transfer”) without the prior written consent of Landlord, Landlord (which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(ddelayed) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise and any attempt to effect a Transfer without the prior written such consent of Landlord shall be void and of no effect. In order for Tenant to make a Transfer, Tenant must request in writing Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease ’s consent at least thirty (30) days in advance of the Premises or any portion thereof in violation date on which Tenant desires to make a Transfer and pay Landlord a $250.00 fee for reviewing such request (the “Review Fee”). Such request shall include the name of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make sublessee, current financial information on the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such proposed assignee or sublessee shall conduct a business and the terms of the proposed Transfer. Landlord shall, within ten (10) Business Days following receipt of such request, notify Tenant in the Premises which is a permitted use pursuant to Section 4 of this Lease and, writing that Landlord elects (1) except in the case of an assignment such assignee is bound by the terms and conditions of a Permitted Transfer (as defined below), to terminate this Lease and assumes all as to the space so affected as of the date so specified by Tenant, in which event Tenant will be relieved of all further obligations and liabilities of Tenant hereunder thereafter arising. In the case of a subleaseas to such space, (A2) Landlord is not, and will not become, a party to permit Tenant to assign or sublet such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted space in accordance with the terms provided to Landlord, or (3) to refuse consent to Tenant’s requested Transfer and to continue this Lease in full force and effect as to the entire Premises. If Landlord elects options (1) or (3) above, Landlord shall return the Review Fee to Tenant. If Landlord elects option (1) above, then Tenant may within ten (10) Business Days following Tenant’s receipt of Landlord’s notice to Tenant of such election, rescind its request for consent to the Transfer and this Lease shall continue in full force and effect. If Landlord elects to exercise option (2) above, Tenant agrees to provide, at its expense, direct access from any sublet space or concession area to a public corridor of the Building, and such other improvements, alterations or additions as may be required by applicable law. The prohibition against a Transfer contained herein shall be construed to include a prohibition against any Transfer by merger, sale of assets, sale of a controlling interest in stock or by operation of law. Notwithstanding the foregoing or anything else to the contrary in this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance if no Event of this Lease.
(c) If this Lease Default has occurred and is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periodscontinuing, Tenant shall have the right, subject to Section 18(b), to make a Transfer of this Lease without the prior written consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (aa “Permitted Transfer”) (i) to a parent or subsidiary of Tenant or any corporation entity under common control with Tenant or entity which controls Savvis in whole or in part; (ii) any corporation in connection with (A) the merger, acquisition, consolidation or entity resulting from reorganization of Tenant or (B) the merger sale of all or consolidation of Savvis with another corporation or entity or that acquires substantially all of Tenant’s assets, so long as, with respect to any Transfer referred to in the assets preceding clauses (i) and (ii), such transferee has a tangible net worth equal to the tangible net worth of SavvisTenant on the date of this Lease and the transferee intends to use the Premises in a comparable manner to Tenant’s use. Any assignment or sublease must be in writing and Tenant shall have provided Landlord with copy of the executed copy of assignment or sublease within ten (10) Business Days after the date of such sublease or assignment.
(b) Notwithstanding that the prior express written consent of Landlord to a Transfer may have been obtained under the provisions of Section 18(a) or that such permission is not required, the following shall apply to all Transfers:
(1) Tenant shall, in the case of an assignment, cause the assignee to expressly assume in writing and to agree to perform all of the covenants, duties and obligations of Tenant hereunder, and such transferee shall be jointly and severally liable therefor along with Tenant (i.e, Landlord’s consent to any Transfer shall not release Tenant from performing its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor);
(2) In the event that the rent or other consideration due and payable by a sublessee or assignee under any such permitted sublease or assignment exceeds the Rent for the portion of the Premises so transferred, then Tenant shall pay to Landlord, as additional Rent, fifty percent (50%) of all such excess rental and other consideration, after deducting the amortized costs incurred by Tenant in connection with the sublease or assignment (which may include, without limitation, marketing costs, rent abatement, construction allowances, brokerage fees and attorneys’ fee), which costs shall be amortized over the term of the Transfer, immediately upon receipt thereof by Tenant from such transferee;
(3) No usage of the Premises different from the usage herein permitted to be made by Tenant shall be permitted, and all of the terms and provisions of this Lease shall continue to apply after a Transfer; and
(4) Any such transferee’s obligations shall include, without limitation, the obligation to pay Rent as to the portion of the Premises subject to the Transfer, and Landlord shall be permitted to enforce the provisions of this Lease against the undersigned Tenant or any transferee, or both, without demand upon or proceeding in any way against any other persons. Landlord may collect Rent directly from the transferee and apply the net amount collected to the Rent reserved in this Lease, without the requirement of any consent or approval from Tenant.
(iiic) The consent by Landlord to a particular Transfer shall not be deemed a consent to any corporation other subsequent Transfer. If this Lease, the Premises or entity controlled the Tenant’s leasehold interest therein, or if any portion of the foregoing is transferred, or if the Premises are occupied in whole or in part by Savvis anyone other than Tenant without the prior consent of Landlord as provided herein, Landlord may nevertheless collect rent from the transferee or other occupant and apply the net amount collected to the Rent payable hereunder, but no such transaction or collection of rent or application thereof by Landlord shall be deemed a waiver of the provisions hereof or a release of Tenant from the further performance by Tenant of its covenants, duties and obligations hereunder.
(each d) No assignee or subtenant of the Premises shall be a then-existing tenant or occupant of the Building or a person or entity with whom Landlord is then dealing with regard to leasing space in the Building or with whom Landlord has had any dealings with the past six months with regard to leasing space in the Building, unless Landlord does not have suitable space within the Complex to accommodate such party’s needs.
(i)-(iiie) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for For purposes of avoiding this Section 18, and in addition to any other reasonable grounds for denial, Landlord’s consent to a Transfer will be deemed reasonably withheld if, in Landlord’s good faith judgment, any one or more of the performance of Savvis’ following apply: (a) the proposed transferee does not have the financial strength to perform the Tenant’s obligations hereunder or under this Lease; (b) enter into the business and operations of the proposed transferee are not of comparable quality to the business and operations being conducted by other tenants in the Building; (c) either the proposed transferee, or any collocation Affiliate of the proposed transferee, occupies or similar is negotiating with Landlord to lease space in the Building, subject, however, to the provisions of Section 18(d) above; (d) the proposed transferee does not have a good business reputation; (e) the proposed use agreement (however denominated). As used in this Section 15; “control” shall mean of the power to direct Premises by the proposed transferee may or will cause the direction Building or Complex or any part thereof not to conform with any so-called green/LEED program(s) undertaken or maintained by Landlord; (f) the presence in the Premises of the day to day management proposed transferee would, in Landlord’s reasonable judgment, impact the Building or the Complex in a negative manner; (g) if the subject space is only a portion of the Premises and policies the physical subdivision of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directorsportion is, or otherwise. Notwithstanding would render the foregoingPremises, not regular in the event shape with appropriate means of any assignment, sublettingingress and egress and facilities suitable for normal renting purposes, or other transfer is otherwise not readily divisible from the Premises; (h) the Transfer would require alterations to the Building or the Complex to comply with applicable Laws; (i) the transferee is a government (or agency or instrumentality thereof); or (j) an Event of Default exists under this Lease, Savvis shall remain liable for performance Lease and compliance with all of has not been waived by Landlord at the terms, conditions and provisions of this Lease, time Tenant requests consent to the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderproposed Transfer.
Appears in 3 contracts
Sources: Office Lease Agreement, Office Lease Agreement (Aptinyx Inc.), Office Lease Agreement (Aptinyx Inc.)
Assignment and Subletting. (a) 14.1 Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber assign this Lease or sublease or permit anyone to use or occupy the Premises nor sublet all or any portion thereof, without part of the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise Leased Premises without the prior written consent of Landlord. Any attempted assignment assignment, subletting, transfer or transfer encumbrance by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at Paragraph shall be void. Upon the option occurrence of Landlord, constitute an Event of Default under this Lease. Tenant agrees (as defined below), if all or any part of the Leased Premises are then sublet, Landlord, in addition to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the subtenant all Rent becoming due to sublease the Premises Tenant by reason of the subletting. Notwithstanding the foregoing, Tenant may, without Landlord's consent, (i) assign this Lease in connection with a sale of all or substantially all of its assets or all or substantially all of its assets relating to the business conducted by Tenant on the Premises; or (ii) mortgage or otherwise pledge its leasehold interest in this Lease to its current or future lender(s) (and such mortgagee or pledgee may, without Landlord’s consent, foreclose on or otherwise transfer their interest or title herein, or have Tenant transfer its interest or title herein in lieu of foreclosure or similar proceedings, to a successor mortgagee or pledgee or a third-party purchaser). Notwithstanding any subletting, mortgaging, or assignment by Tenant or any portion thereof, along with reasonably sufficient information about the proposed collection of sums by Landlord from any assignee or transferee subtenant, or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment other action or subletting reason whatsoever, Tenant shall not be construed as a waiver or release of Tenant from any and all liability remain fully liable for the performance of all covenants and obligations in this Lease to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from “tenant” during the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this LeaseTerm.
(c) If this Lease is or shall be assigned by 14.2 Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the rightright to transfer, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Leaseassign, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis encumber in whole or in part; (ii) any corporation , its rights and obligations in the Leased Premises or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directorsLease, or otherwiseany portion thereof. Notwithstanding the foregoing, in In the event of any assignment, subletting, or other the transfer and assignment by Landlord of its interest in this Lease to a person expressly assuming the Landlord’s obligations under this Lease, Savvis Landlord shall remain liable thereby be released from any further responsibility hereunder, and Tenant agrees to look solely to such successor in interest of the Landlord for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereundersuch obligations.
Appears in 2 contracts
Sources: Lease Agreement (1847 Goedeker Inc.), Lease Agreement (1847 Holdings LLC)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereof, without the Except with Sublandlord's prior written consent of Landlord------------------------- consent, which consent shall not be unreasonably withheldwithheld or delayed, conditioned Subtenant shall not assign, transfer, mortgage or delayed by Landlord. Except as expressly permitted under Section 15(dpledge this Sublease, or sublease (which term shall be deemed to include the granting of concessions and licenses and the like) belowall or any part of the Premises, no assignment or transfer of suffer or permit this Lease Sublease or the right of occupancy hereunder may leasehold estate hereby created or any other rights arising under this Sublease to be effectuated assigned, transferred or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law law, or otherwise without permit the prior written consent occupancy of Landlordthe Premises by anyone other than Subtenant. Any attempted assignment assignment, transfer, mortgage, pledge, sublease or transfer by Tenant of this Lease or its interest herein or sublease of encumbrance without such consent shall be void. In the Premises or event that any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee of Subtenant pays to enable Landlord Subtenant any amount in excess of the Monthly Fixed Rent, Additional Rent and any amounts and/or charges then payable hereunder, Subtenant shall promptly pay one hundred (100%) percent of said excess to make the determination called for above.
(b) The consent Sublandlord as and when received by Landlord to any assignment or subletting Subtenant. If Subtenant shall not be construed as a waiver or release of Tenant receive from any and all liability assignee or transferee, either directly or indirectly, any consideration for the performance assignment of all covenants and obligations to be performed by Tenant under this LeaseSublease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business either in the Premises which is a permitted use pursuant form of cash, goods or services, Subtenant shall pay an amount equivalent to Section 4 one hundred (100%) percent of this Lease andsuch consideration to Sublandlord as and when received by Subtenant. Notwithstanding the foregoing, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance pledge of this Lease.
Sublease is subject to and conditioned upon receipt of the prior written consent of the Headlandlord as provided in the Headlease. No assignment or subletting shall affect the continuing primary liability of Subtenant (c) If this Lease is or which, following assignment, shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as joint and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance several with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”assignee), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 2 contracts
Sources: Sublease (Switchboard Inc), Sublease (Switchboard Inc)
Assignment and Subletting. (a) A. Tenant shall not have the right to assign, transfer, mortgage encumber or otherwise encumber pledge this Lease or sublease to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit anyone to the use or occupy occupancy of the Leased Premises by anyone other than Tenant or for any portion thereofuse other than the use described in Paragraph 1 hereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) belowdelayed, no assignment or transfer of this Lease or the right of occupancy hereunder may and such restrictions shall be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or binding upon any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee subtenant to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Leaseconsented. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the Landlord’s consent of Landlord but and upon prior written notice to LandlordLandlord (specifically describing Tenant’s relationship with such subsidiary, and in accordance with the other provisions of this Section 15 as if consent were requiredaffiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet the whole or part portion of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from Leased Premises, then the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies amount of such corporationexcess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenant.
B. In addition to, whether through but not in limitation of, Landlord’s right to approve of any subtenant or assignee, Landlord shall have the ownership of voting securitiesoption, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoingin its sole discretion, in the event of any proposed subletting or assignment, subletting, or other transfer under to terminate this Lease, Savvis or in the case of a proposed subletting of less than the entire Leased Premises, to recapture the portion of the Leased Premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall remain liable be exercised, if at all, by Landlord giving Tenant written notice thereof within sixty (60) days following Landlord’s receipt of Tenant’s written notice as required above. If this Lease shall be terminated with respect to the entire Leased Premises pursuant to this Paragraph 8B, the Term of this Lease shall end on the date stated in Tenant’s notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for performance the expiration of the Term hereof. If Landlord recaptures under this Paragraph 8B only a portion of the Leased Premises, the Rent during the unexpired Term shall ▇▇▇▇▇ proportionately based on the Rent contained in this Lease as of the date immediately prior to such recapture. Tenant shall, at Tenant’s own cost and compliance expense, discharge in full any and all commission obligations with respect to this Lease that may be due and owing now or in the future at the time of any assignment or subletting by Tenant or upon recapture by Landlord.
C. All documents utilized by Tenant to evidence any subletting or assignment for which Landlord’s consent has been requested, shall be subject to prior approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant shall pay on demand all of Landlord’s reasonable costs and expenses, including reasonable attorney’s and accountant’s fees, incurred in determining whether or not to consent to any requested subletting or assignment and for the termsreview and approval of such documentation. In no event, conditions and provisions of this Leasehowever, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderTenant be required to reimburse Landlord for any such costs that exceed $3,000 for any one particular requested subletting or assignment.
Appears in 2 contracts
Sources: Lease Agreement (Connecture Inc), Lease Agreement (Connecture Inc)
Assignment and Subletting. (a) Tenant A. Consent Required ---------------- Subtenant shall not have the right to voluntarily or by operation of law assign, transfer, mortgage mortgage, sublet, or otherwise transfer or encumber all or any part of Subtenant's interest in this Lease Sublease or sublease or permit anyone to use or occupy the Premises or any portion thereof, without the prior written consent of Landlordthe Landlord (in accordance with the apple provisions of the Master Lease) and Sublandlord, which in Sublandlord's reasonable discretion. Any attempted assignment, transfer, mortgage, encumbrance or subletting without such consent shall be void, and shall constitute a breach of this Sublease.
B. No Release ---------- Regardless of any consent by Sublandlord, no subletting or assignment shall release Subtenant of Subtenant's obligation, or alter the primary liability of Subtenant to pay the Base Rent, Additional Rent, and to perform all other obligations to be performed by Subtenant hereunder. The acceptance of rent by Sublandlord from any other person shall not be unreasonably withheld, conditioned or delayed deemed a waiver by LandlordSublandlord of any provision hereof. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees Consent to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any one assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s deemed consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease In the event of default by any assignee of Subtenant or assignment shall be subject and subordinate to this Lease any successor of Subtenant in all respectsthe performance of any of the terms hereof, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain Sublandlord may proceed directly against Subtenant without the Guarantor hereunder. Any such necessity of exhausting remedies against said assignee or sublessee such additional sublessee.
C. Fees ---- In the event Subtenant shall conduct a business in assign or sublet the Premises which is a permitted use pursuant to Section 4 or request the consent of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent Sublandlord to any assignment or sublease does not affect the obligations of Landlord subletting, or Tenant under this Lease, and Landlord’s consent to such assignment or sublease if Subtenant shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, request the consent of such Lender (if Sublandlord for any act that Subtenant proposes to do, then Subtenant shall reimburse Sublandlord for any fees Sublandlord is required by to pay as tenant pursuant to the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Master Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies reason of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderact.
Appears in 2 contracts
Sources: Sublease Agreement (Webmd Inc), Sublease Agreement (Healtheon Webmd Corp)
Assignment and Subletting. (a) A. Except as otherwise expressly allowed by this Section 16, Tenant shall not have not, without the right to assignprior written consent of Landlord in each case, transfersell, mortgage assign or otherwise encumber in any manner transfer this Lease or any interest therein or the estate of Tenant hereunder, or sublease or permit anyone to use or occupy license the Premises or any portion thereof. Any change in the ownership or control of Tenant (except as to transfers of ownership interests amongst the direct and indirect owners of Tenant existing as of the date of execution hereof) shall be deemed an assignment or transfer in violation of this Section 16.
B. Tenant shall have the right, without Landlord's consent, to sublet space or grant concessions in portions of the Premises, at any time and from time is time, but only for the purpose of permitting the operation of various activities complementing the operation of the Premises for the use specified in Section 6. The right to grant any such concession or sublease hereunder is and shall be expressly conditioned upon the furnishing of written notice by Tenant to Landlord no later than ten days after the consummation of any such granting of concession or sublease, such notice to include the name and address of the concessionaire or sublessee and the permitted use of the sublet or concession space, as well as a copy of the concession agreement or sublease instrument executed between the parties. Any such concession or sublease agreement shall expressly provide that such agreement is and shall be expressly subordinate to this Lease and to all Mortgages whether then existing or thereafter created, and any such subtenant or concessionaire shall agree therein that in the event any termination of this Lease, of a foreclosure or exercise of a power of sale under any Mortgage or conveyance of the Premises in lieu thereof (each a "Foreclosure"), such sublease or concession shall terminate (and such subtenant or concessionaire shall become merely a tenant at sufferance) or, at the option of Landlord (if a termination of this Lease) or the transferee of the Premises (if a Foreclosure) such sublease or concession shall continue in force and such subtenant and concessionaire shall then attorn to Landlord or such transferee under such sublease or concession.
C. If this Lease has been transferred, assigned or sold, or the Premises or any part thereof is sublet to or occupied by any party other than Tenant, in each case in violation hereof, Landlord may, after default by Tenant, collect rent from any assignee, subtenant or occupant and apply the net amount collected to the Rent due hereunder (but no such subletting, sale, assignment, occupancy or collection shall be deemed a waiver of any covenant contained in this Lease or release Tenant from any of its obligations hereunder).
D. Tenant shall not at any time during the Term, without the prior written consent of Landlord, which consent shall not be unreasonably withheldpledge, conditioned mortgage or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment hypothecate any of the leasehold estate hereby created or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease any of the Premises or any portion thereof the Intangible Personal Property,
E. Engagement of a Hotel Manager in violation compliance with Section 6 shall not constitute a breach of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above16.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 2 contracts
Sources: Lease (KBS Strategic Opportunity REIT II, Inc.), Lease (KBS Strategic Opportunity REIT II, Inc.)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, assign or mortgage or otherwise encumber this Lease or sublease sublet all or permit anyone any portion of the Premises without Landlord’s prior written consent, in each instance, which such consent will be granted in Landlord’s reasonable discretion. Any request for Landlord’s written consent shall be accompanied by a copy of the proposed assignment or sublease, which must be in a form acceptable to use Landlord. No assignment, mortgaging, or occupy subletting, if consented to by Landlord, shall relieve Tenant of its liability under this Lease. Tenant shall pay to Landlord, in consideration of Landlord’s written consent to the assignment or sublease, all rent and other consideration received by Tenant from any such assignee or subtenant which is in excess of the rental obligation required under the terms of this Lease for the Premises or any portion thereof, without thereof for which the consent of Landlord is requested. Consent by Landlord to an assignment or sublease shall not operate as a waiver of the necessity of Tenant to obtain the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment subsequent assignment, mortgaging or subletting and the terms of any such consent shall not be construed as a waiver or release of Tenant from any and all liability for binding upon the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee mortgagee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Leasesubtenant. Notwithstanding the above, Tenant, without Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean provided that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default in the performance of its obligation under this Lease beyond after any applicable notice and cure periods), may cause an assignment or subletting (each, a “Transfer”) to an Affiliate of Tenant shall have the right, without the consent of if Tenant (a) notifies Landlord but upon at lease thirty (30) days prior written notice to such Transfer; (b) delivers to Landlord, at the time of Tenant’s notice, current financial statements of Tenant and the Affiliate that are reasonably acceptable to Landlord; and (c) the Affiliate assumes and agrees in accordance with the other provisions a writing delivered to and reasonably acceptable to Landlord to perform Tenant’s obligations under this Lease arising after such Transfer and to observe all terms and conditions of this Lease. For purposes of this Section 15 as if consent were required11, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) term “Affiliate” means any corporation persons or entity which controls Savvis in whole that, directly or in part; (ii) any corporation indirectly, controls, is controlled by or entity resulting from the merger or consolidation of Savvis is under common control with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for Tenant. For purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; definition, “control” shall mean means possessing the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the entity by the ownership of a majority of the voting securities, by contract, by interlocking boards interests of directors, the entity. A sale or otherwise. Notwithstanding the foregoing, in the event transfer of any stock shall not constitute an assignment, subletting, subletting or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderas provided herein.
Appears in 2 contracts
Sources: Office Lease (Smith Electric Vehicles Corp.), Office Lease (Smith Electric Vehicles Corp.)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfersublet, mortgage mortgage, pledge or otherwise encumber this Lease Lease, the Premises, or sublease any interest in the whole or permit anyone to use or occupy the Premises or in any portion thereof, directly or indirectly, without the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld or delayed. In the event of any assignment, conditioned sublease, mortgage, pledge or delayed by Landlord. Except as expressly permitted under Section 15(dencumbrance, Tenant shall: (i) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability remain primarily liable for the performance of all covenants and obligations to be performed by Tenant under terms of this Lease, nor shall (ii) pay all reasonable costs, including without limitation, attorney’s fees, incurred by Landlord in connection with such assignment, sublease or mortgage, and (iii) pay to Landlord fifty percent (50%) of any rental or any fees or charges received by Tenant (less the collection or acceptance actual, reasonable expenses incurred by Tenant in connection with such re-letting as evidenced by written receipts thereof) in excess of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations the Annual Rental payable to Landlord hereunder as further rental under this Lease. Landlord’s consent to any one assignment or subletting shall sublease will not be construed as relieving Tenant from waive the obligation requirement of complying with the provisions of Section 15(a) above, as applicable, with respect its consent to any subsequent assignment or sublettingsublease as required herein. Any such Upon notice to Landlord of a proposed sublease (for all or substantially all of the remaining Term) or assignment of all or any portion of the Premises (the “Proposed Space”), Landlord shall have the option within fifteen (15) days after its receipt of such notice, to terminate this Lease with respect to the Proposed Space, whereupon the parties hereto shall have no further rights or liabilities with respect to the Proposed Space except as otherwise expressly set forth herein. Notwithstanding the foregoing, provided no Tenant default has occurred and is continuing hereunder, Tenant may assign or sublet all or any portion of the Premises upon ten (10) days advance written notice to Landlord (but without Landlord’s consent) to an entity controlled by Tenant or which controls Tenant or in connection with a merger, consolidation, corporate reorganization, or a sale of all or substantially all of its assets or stock, provided that the new controlling entity has a consolidated net worth greater than or equal to Tenant’s consolidated net worth at the time of the proposed transfer (as evidenced by audited financials provided by said assignee). For purposes hereof, “control” shall be subject and subordinate deemed to mean ownership of more than fifty percent (50%) of the ownership interest of any entity. In the event of a proposed assignment of this Lease or subletting of all or a part of the Premises, for which Landlord’s consent is required hereunder, Tenant shall submit to Landlord, in all respectswriting, (i) the name of the proposed assignee or sublessee, (ii) current financial statements, available to Tenant disclosing the financial condition of the proposed assignee or subtenant, (iii) the nature of the business of the proposed assignee or sublessee, and its proposed use of the Premises (any assignment or subletting being subject to any amendmentsrestrictions on use contained in this Lease, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such violation of which by the proposed assignee or sublessee shall conduct constitute absolute grounds for Landlord’s denial of the requested assignment or subletting, such grounds not being the exclusive grounds for denial under clause (iii)) and (iv) the proposed commencement date of the assignment or subletting, together with a business copy of the proposed assignment or sublease. Within thirty (30) days after its receipt of such notice, Landlord shall either approve or disapprove such proposed assignment or sublease in writing. Tenant shall promptly deliver a copy of the Premises which is a permitted use pursuant fully executed assignment or sublease to Section 4 Landlord upon its receipt of same. Notwithstanding anything in this Lease andto the contrary, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to further agrees that any assignment or sublease does not affect shall be subject to the obligations of Landlord or following additional limitations unless Tenant under this Lease, and obtains Landlord’s consent prior consent: (i) in no event may Tenant assign this Lease or sublet all or any portion of the Premises to an existing tenant of the Business Park or its subtenant or assignee (unless Landlord consents to such assignment or sublease shall or Landlord is not be construed otherwise generally able to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance accommodate said existing tenant with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, comparable space in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in partBusiness Park); (ii) any corporation in no event shall the proposed subtenant or assignee be a person or entity resulting with whom Landlord or its agent is negotiating and to or from whom Landlord, or its agent, has given or received any written proposal within the merger or consolidation past three (3) months regarding a lease of Savvis with another corporation or entity or that acquires substantially all of space in the assets of SavvisBusiness Park; or and (iii) Tenant shall not publicly advertise the rate for which Tenant is willing to sublet the Premises; and all public advertisements of the assignment of the Lease or sublet of the Premises, or any corporation portion thereof, shall be subject to prior written approval by Landlord, such approval not to be unreasonably withheld or entity controlled in whole delayed. Said public advertisement shall include, but not be limited to, the placement or display of any signs or lettering on the exterior of the Premises or on the glass or any window or door of the Premises or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction interior of the day to day management and policies of such corporation, whether through Premises if it is visible from the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderexterior.
Appears in 2 contracts
Sources: Lease Agreement (Inspire Pharmaceuticals Inc), Lease Agreement (Inspire Pharmaceuticals Inc)
Assignment and Subletting. (a) Except as set forth in this paragraph 13, Tenant shall not have the right to either voluntarily or by operation of law, assign, transfer, mortgage mortgage, pledge, hypothecate or otherwise encumber this Lease or sublease any interest therein, and shall not sublet the said Premises or permit anyone any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use or occupy the Premises said Premises, or any portion thereof, without the written consent of Landlord first had and obtained, which consent shall not be unreasonably withheld, and a consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under this Lease. An assignment or subletting shall include, but not be limited to, a merger or a sale or exchange of more than 50% of Tenant's stock or assets.
(a) If at any time or from time to time during the term of this Lease Tenant desires to sublet all or any part of the Premises, including any expansion space, Tenant shall give notice to Landlord setting forth the terms of the proposed subletting and the space so proposed to be sublet. Landlord shall have the option, exercisable by notice given to Tenant within twenty (20) days after Tenant's notice is given, either to sublet from Tenant such space at the rental and other terms set forth in Tenant's notice, or, if the proposed subletting is for the entire Premises for the balance of the term of this Lease, to terminate this Lease; provided, however, that should Landlord so notify Tenant, Tenant shall have the right to withdraw its request within twenty (20) days after receiving Landlord's notice. If Landlord does not exercise such option, Tenant shall be free to sublet such space to any third party subject to the following conditions:
(1) The sublease shall be on the same terms set forth in the notice given to Landlord;
(2) No sublease shall be made without the prior written consent of Landlord, which consent Landlord agrees will not unreasonably be withheld or delayed;
(3) No sublease shall be valid and not be unreasonably withheldsubtenant shall take possession of the Premises sublease until an executed counterpart of such sublease has been delivered to Landlord;
(4) No subtenant shall have a right further to sublet; and
(5) Any sums or other economic consideration received by Tenant as a result of such subletting (except all out-of-pocket costs incurred in connection with such subletting or assignment ((including, conditioned without limitation, leasing commissions, advertising costs, rental concessions and legal fees) ) and rental or delayed other payments received which are attributable to the amortization of the cost of leasehold improvements, other than building standard tenant improvements, made to the sublet portion of the Premises by Landlord. Except ) whether denominated rentals under the sublease or otherwise, which exceed, in the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to that portion of the Premises subject to such sublease) shall be payable to Landlord as expressly permitted additional rental under Section 15(dthis Lease without affecting or reducing any other obligation of Tenant hereunder.
(b) belowNotwithstanding the provisions of paragraphs 13 and 31(a) above, no assignment Tenant may "go public" under the Securities Act of 1933 (even if it involves trading in excess of 50% of the Company's stock) or transfer of assign this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease sublet the Premises or any portion thereof, along including any expansion space, without Landlord's consent and without extending any option to Landlord, to any corporation which controls, is controlled by or is under common control with reasonably sufficient information about Tenant, or to any corporation resulting from the proposed merger or consolidation with Tenant or to any person or entity which acquires all the assets of Tenant as a going concern of the business that is being conducted on the Premises, provided that said assignee has substantially the same or transferee or sublessee to enable Landlord to make better financial condition then Tenant and assumes, in full, the determination called for aboveobligations of Tenant under this Lease.
(bc) Regardless of Landlord's consent, no subletting or assignment shall release Tenant of Tenant's obligation or alter the primary liability of Tenant to pay the rental and to perform all other obligations to be performed by Tenant hereunder. The consent acceptance of rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s deemed consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease In the event of default by any assignee of Tenant or assignment shall be subject and subordinate to this Lease any successor of Tenant in all respectsthe performance of any of the terms hereof, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Landlord may proceed directly against Tenant hereunder and Savvis Communications Corporation shall remain without the Guarantor hereunder. Any necessity of exhausting remedies against such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lendersuccessor.
(d) Notwithstanding In the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, event Tenant shall have assign or sublet the right, without Premises or request the consent of Landlord but upon prior written notice to any assignment or subletting or if Tenant shall request the consent of Landlord for any act that Tenant proposes to do, then Tenant shall pay Landlord, and 's reasonable attorneys' fees (not to exceed $500.00 per request) incurred in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderconnection therewith.
Appears in 2 contracts
Sources: Sublease (Quokka Sports Inc), Sublease (Quokka Sports Inc)
Assignment and Subletting. (a) Tenant Lessee shall not have the right to assign, transfer, mortgage or otherwise encumber assign this Lease or sublease any interest therein, or permit anyone to use or occupy the Premises sublet all or any portion thereofof the Premises, or allow the use of any portion of the Premises by any third party, without the prior written consent of LandlordLessor in each instance, which consent shall may be withheld for any reason. It is Lessor’s intent to not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no approve of any assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of LandlordLease. Any attempted assignment assignment, sublease or transfer by Tenant occupancy does not relieve Lessee from obtaining the consent in writing of this Lease Lessor to any further assignment, subletting or its interest herein occupancy, and does not release Lessee or sublease any guarantor from liability hereunder. Lessor may accept rent from any person or entity in possession of the Premises without the same being deemed consent to an assignment or sublease and without the same being deemed a release of Lessee or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any other party of its liabilities or obligations under this Lease. Landlord’s Lessee shall provide a copy of the proposed sublease or assignment instrument to Lessor when requesting consent and shall provide a copy of the executed sublease or assignment instrument to any Lessor after obtaining consent. Lessee shall pay to Lessor reasonable costs and expenses incurred by Lessor in reviewing a proposed sublease or assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent exceed Five Thousand Dollars ($5,000.00). In considering a request by Lessee for assignment or subletting, it shall be reasonable for Lessor to consider, among other things: (i) the financial record and capability of the proposed assignee or subleases, (ii) the business and personal reputation of the proposed assignee or sublessees and its principals, and (iii) the type of business to be carried on by the proposed assignee or sublessee. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such permitted assignee or sublessee hereunder shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is be bound by all of the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(cb) If Lessor shall have the right at any time to sell or convey the Premises subject to this Lease is or shall be assigned by Landlord to any Lender assign its rights, title and interest as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default Lessor under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in In the event of any assignmentsuch sale or assignment (other than a collateral assignment as security for an obligation of Lessor), sublettingLessor shall be relieved from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or other transfer under this Leaseliabilities accrued prior to the date of such assignment or sale, Savvis shall remain liable for performance and compliance with all of to the terms, conditions and provisions of this Lease, extent that the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderbuyer or assignee assumes such liabilities.
Appears in 2 contracts
Sources: Lease Agreement (Diversey, Inc.), Lease Agreement (Diversey Inc)
Assignment and Subletting. (a) Tenant shall not have the right to not, directly or indirectly, assign, transfersublease, mortgage transfer or otherwise encumber any interest in this Lease or sublease or permit anyone allow any third party to use or occupy any portion of the Premises (collectively or any portion thereofindividually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld if Landlord does not exercise its recapture rights. Tenant agrees that it is not unreasonable for Landlord to withhold consent to a Transfer to a proposed assignee or delayed by subtenant who is an existing tenant or occupant of the Building or Project or to a prospective tenant with whom Landlord or Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord’s affiliate has been actively negotiating. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof Transfer in violation of this Section 15 Article shall be a Default by Tenant and shall, at Landlord’s option, be void. Within 30 days after receipt of executed copies of the option transfer documentation and such other information as Landlord may request, Landlord shall either: (a) consent to the Transfer by execution of a consent agreement in a form reasonably designated by Landlord; (b) refuse to consent to the Transfer; or (c) recapture the portion of the Premises that Tenant is proposing to Transfer. Tenant hereby waives the provisions of Section 1995.310 of the California Civil Code, constitute an Event or any similar or successor Laws, now or hereinafter in effect, and all other remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all applicable laws, on behalf of Default the proposed transferee. In no event shall any Transfer release or relieve Tenant from any obligation under this Lease, as same may be amended. Tenant agrees shall pay Landlord a review fee of $1,000.00 for Landlord’s review of any requested Transfer. Tenant shall pay Landlord, as additional Rent, 50% of all rent and other consideration which Tenant receives as a result of a Transfer that is in excess of the Rent payable to give Landlord at least twenty (20) days’ advance written notice for the portion of the Premises and Term covered by the Transfer. Tenant may deduct from the excess all reasonable and customary expenses directly incurred by Tenant attributable to the Transfer, including brokerage fees, marketing expenses, legal fees and constructions costs. If Tenant is in Default, Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit against Rent in the amount of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for aboveshare of payments received by Landlord.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under may assign this Lease beyond any applicable notice and cure periodsto a successor to Tenant by merger, Tenant shall have consolidation or the rightpurchase of substantially all of Tenant’s assets, or assign this Lease or sublet all or a portion of the Premises to an Affiliate (defined below), without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part provided that all of the Premises to: following conditions are satisfied (a) a “Permitted Transfer”): (i) any corporation or entity which controls Savvis Tenant is not then in whole or in partDefault hereunder; (ii) any corporation or Tenant gives Landlord written notice prior to such Permitted Transfer; and (iii) the successor entity resulting from the any merger or consolidation of Savvis with another corporation Tenant or entity the sale of all or that acquires substantially all of the assets or ownership interests of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each Tenant, has a net worth at the time of (i)-(iii) hereinafter called a the Permitted Transfer that is at least equal to the net worth of Tenant immediately before the Permitted Transfer. “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “controlAffiliate” shall mean the power to direct an entity controlled by, controlling or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance common control with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderTenant.
Appears in 2 contracts
Sources: Lease (Lombard Medical, Inc.), Lease (Lombard Medical, Inc.)
Assignment and Subletting. (a) Tenant shall not have the right to assignvoluntarily or by operation of law, transfer(1) mortgage, mortgage pledge, hypothecate or otherwise encumber this Lease or sublease any interest herein, (2) assign or permit anyone to use transfer this Lease or occupy any interest herein, sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or (3) allow any other person (the employees, agents and invitees of Tenant excepted) to occupy or use the Premises, or any portion thereof, without first obtaining the prior written consent of Landlord. A Change in Control of Tenant (except in connection with an initial public offering or any equity financing, which for purposes of this Lease shall mean a contribution of capital to Tenant in exchange for an equity ownership interest in Tenant of less than fifty percent (50%)) shall constitute an assignment requiring Landlord’s consent to the transfer. For purposes of this Lease, a transfer, on a cumulative basis, of more than fifty percent (50%) of the voting stock of Tenant shall constitute a Change in Control. When Tenant requests Landlord’s consent to such assignment or subletting, Tenant shall notify Landlord in writing of the name and address of the proposed assignee or subtenant and the nature and character of the business of the proposed assignee or subtenant and shall provide current financial statements for the proposed assignee or subtenant prepared in accordance with generally accepted accounting principles. Tenant shall also provide Landlord with a copy of the proposed sublet or assignment agreement, including all material terms and conditions thereof. Landlord shall have the option, to be exercised within thirty (30) days of receipt of the foregoing, to (1) consent to the proposed assignment or sublease, (2) refuse its consent to the proposed assignment or sublease, providing that such consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d(3) below, no in the event of an assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the entire Premises for substantially the balance of the Term, terminate this Lease as of the effective date of the proposed assignment or sublease.
(b) Without otherwise limiting the criteria upon which Landlord may withhold its consent, Landlord may take into account the reputation and credit worthiness of the proposed assignee or subtenant, the character of the business proposed to be conducted in the Premises or any portion thereof sought to be subleased, and the potential impact of the proposed assignment or sublease on the economic value of the Premises. In any event, Landlord may withhold its consent to any assignment or sublease, if (1) the actual use proposed to be conducted in violation the Premises or portion thereof conflicts with the provisions of Paragraph 8(a) or (b) above, or (2) the proposed assignment or sublease requires unreasonable alterations, improvements or additions to the Premises or portions thereof.
(c) If Landlord approves an assignment or subletting as herein provided, Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of the difference, if any, between (1) the Base Rent plus Additional Rent allocable to that part of the Premises affected by such assignment or sublease pursuant to the provisions of this Section 15 Lease, and (2) the rent and any additional rent paid by the assignee or sublessee to Tenant, after deducting the costs of customary real estate commissions and reasonable attorneys’ fees, if any, incurred by Tenant in connection with any such assignment or sublease. The assignment or sublease agreement, as the case may be, after approval by Landlord, shall not be amended without Landlord’s prior written consent, and shall contain a provision directing the assignee or subtenant to pay the rent and other sums due thereunder directly to Landlord upon receiving written notice from Landlord that Tenant is in default under this Lease with respect to the payment of Rent. Landlord’s collection of such rent and other sums shall not constitute an acceptance by Landlord of attornment by such assignee or subtenant. A consent to one assignment subletting, occupation or use, and consent to any assignment or subletting shall in no way relieve Tenant of any liability under this Lease. Any assignment or subletting without Landlord’s consent shall be void, and shall, at the option of Landlord, constitute an Event of a Default under this Lease. .
(d) Notwithstanding the provisions of this Paragraph 23 to the contrary, Landlord’s prior written consent shall not be required for, and Landlord shall not have the right to terminate this Lease pursuant to Paragraph 23(a) with respect to, (i) a deemed assignment arising out of a Change in Control; or (ii) an assignment or sublease to any company which controls, is controlled by, or is under common control with, Tenant; any entity resulting from a merger or consolidation with Tenant; or any person or entity which acquires substantially all of the assets of Tenant agrees to give as a going concern of the business that is conducted at the Premises (each, a “Permitted Transfer”), provided that in each such instance Tenant gives Landlord at least twenty (20) days’ advance written notice of any such assignment or sublease and, (x) in the case of an assignment in which Tenant is not the surviving entity, the assignee assumes, in writing, for the benefit of Landlord all of Tenant’s intention obligations under the Lease, and the assignee has a net worth that is equal to or greater than the net worth of Tenant immediately prior to the assignment or, as reasonably determined by Landlord, a net worth that will be sufficient to enable Tenant to perform its obligations under this Lease for the balance of the Term, or (y) in the case of a deemed assignment arising out of a Change in Control, Tenant continues to have a net worth that is equal to or greater than the net worth of Tenant immediately prior to such Change in Control. Tenant shall provide Landlord with current financial statements for Tenant and the proposed assignee to demonstrate that Tenant has satisfied either of the foregoing net worth tests. A sale, transfer or issuance of Tenant’s capital stock shall not be deemed an assignment, subletting or any other transfer of this Lease or the Premises so long as there is no Change in Control of Tenant. Notwithstanding anything to the contrary herein, the provisions of paragraphs 23(b) and (c) shall not apply to any Permitted Transfer.
(e) Tenant shall pay Landlord’s reasonable fees, including a reasonable administration fee, not to exceed One Thousand Dollars ($1,000.00) per transaction, incurred in connection with Landlord’s review and processing of documents regarding any proposed assignment or sublease.
(f) Tenant acknowledges and agrees that the restrictions, conditions and limitations imposed by this Paragraph 23 on Tenant’s ability to assign or transfer this Lease or any interest herein, to sublease sublet the Premises or any part thereof, to transfer or assign any right or privilege appurtenant to the Premises, or to allow any other person to occupy or, use the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability are, for the performance purposes of California Civil Code Section 1951.4, as amended from time to time, and for all covenants other purposes, reasonable at the time that the Lease was entered into, and obligations shall be deemed to be performed by reasonable at the time that Tenant under this Lease, nor shall the collection seeks to assign or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to transfer this Lease in all respectsor any interest herein, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in sublet the Premises which is a permitted use pursuant or any part thereof, to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create transfer or assign any liability of Landlord to such sublessee. Landlord’s consent to any assignment right or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations privilege appurtenant to the Premises intended by such assignee Premises, or sublessee and that to allow any such work other person to occupy or use the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Leaseany portion thereof.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 2 contracts
Sources: Lease Agreement (Silk Road Medical Inc), Lease Agreement (Silk Road Medical Inc)
Assignment and Subletting. (a) Except as provided in Section (b) below, Tenant shall not have the right to assign, transfer, mortgage enter into nor permit any Transfer voluntarily or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereofby operation of law, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, conditioned Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if (i) the proposed transferee is an existing tenant of Landlord or delayed an affiliate of Landlord in a building owned by Landlord or its affiliate located within Great Valley Parkway, except in the event the transferee is TELA Bio in which case Landlord consent shall not be unreasonably withheld (ii) the business, business reputation or creditworthiness of the proposed transferee is unacceptable to Landlord, (iii) Landlord or an affiliate of Landlord has comparable space available for lease by the proposed transferee in a building owned by Landlord or its affiliate located within Great Valley Parkway, or (iv) Tenant is in default under this Lease or any act or omission has occurred which would constitute a default with the giving of notice and/or the passage of time. Except as expressly permitted A consent to one Transfer shall not be deemed to be a consent to any subsequent Transfer. In no event shall any Transfer relieve Tenant from any obligation under Section 15(d) below, no assignment or transfer this Lease. Landlord’s acceptance of Rent from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or the right of occupancy hereunder may to be effectuated by operation of law or otherwise without the prior written a consent of Landlordto any Transfer. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof Transfer not in violation of conformity with this Section 15 shall, 18 shall be void at the option of Landlord.
(b) Landlord’s consent shall not be required in the event of any Transfer by Tenant to an Affiliate provided that (i) the Affiliate has a tangible net worth at least equal to that of Tenant as of the date of this Lease, constitute (ii) Tenant provides Landlord notice of the Transfer at least 15 days prior to the effective date, together with current financial statements of the Affiliate certified by an Event executive officer of Default the Affiliate, and (iii) in the case of an assignment or sublease, Tenant delivers to Landlord an assumption agreement reasonably acceptable to Landlord executed by Tenant and the Affiliate, together with a certificate of insurance evidencing the Affiliate’s compliance with the insurance requirements of Tenant under this Lease.
(c) The provisions of subsection (a) above notwithstanding, if Tenant proposes to Transfer all of the Premises (other than to an Affiliate or to TELA Bio), Landlord may terminate this Lease, either conditioned on execution of a new lease between Landlord and the proposed transferee or without that condition. If Tenant proposes to enter into a Transfer of less than all of the Premises (other than to an Affiliate or TELA Bio), Landlord may amend this Lease to remove the portion of the Premises to be transferred, either conditioned on execution of a new lease between Landlord and the proposed transferee or without that condition. If this Lease is not so terminated or amended, Tenant shall pay to Landlord, immediately upon receipt, the excess of (i) all compensation received by Tenant for the Transfer over (ii) the Rent allocable to the Premises transferred.
(d) If Tenant requests Landlord’s consent to a Transfer, Tenant shall provide Landlord, at least 15 days prior to the proposed Transfer, current financial statements of the transferee certified by an executive officer of the transferee, a complete copy of the proposed Transfer documents, and any other information Landlord reasonably requests. Immediately following any approved assignment or sublease, Tenant shall deliver to Landlord an assumption agreement reasonably acceptable to Landlord executed by Tenant and the transferee, together with a certificate of insurance evidencing the transferee’s compliance with the insurance requirements of Tenant under this Lease. Tenant agrees to give reimburse Landlord at least twenty (20) daysfor reasonable administrative and attorneys’ advance written notice fees in connection with the processing and documentation of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called Transfer for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. which Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Leaserequested.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 2 contracts
Sources: Lease Agreement (PhaseBio Pharmaceuticals Inc), Lease Agreement (PhaseBio Pharmaceuticals Inc)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or in any manner transfer this Lease or to sublease any interest therein, nor sublet the Leased Premises or any portion part or parts thereof, along with reasonably sufficient information about or permit occupancy by anyone with, through or under it, without the proposed assignee or transferee or sublessee previous written consent of the Landlord, which the Landlord agrees not to enable Landlord to make the determination called for above.
(b) The consent unreasonably withhold. Consent by Landlord to any assignment one or subletting more assignments of this Lease, or to one or more sublettings of the Leased Premises shall not be construed operate as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant Landlord's rights under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect section to any subsequent assignment or subletting. Any such sublease No assignment or assignment subletting shall release Tenant of any of its obligations under this Lease, or be construed or taken as a waiver of any of Landlord's rights or remedies hereunder. Every assignee or sublessee of this Lease shall be subject to and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is be bound by all of the terms covenants, provisions and conditions of this Lease and assumes to the same extent as the original tenant. Tenant agrees to notify Landlord in writing of its desire to assign this Lease or sublease all or a portion of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, Leased Premises at least thirty (A30) Landlord is not, and will not become, a party days prior to such sublease, and proposed assignment or subletting.
(Bb) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublesseeNeither this Lease nor any interest therein, nor does it create any liability of Landlord to such sublessee. Landlord’s consent estate thereby created, shall pass to any assignment trustee or sublease does not affect receiver in bankruptcy, or any assignee for the obligations benefit of Landlord creditors, or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms operation of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Leaselaw.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent In lieu of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain granting its consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions subletting of this Lease, the Guaranty Landlord may, in its discretion, terminate and cancel this Lease upon thirty (30) days written notice to Tenant, whereupon this Lease shall remain in full force terminate and effectTenant shall be released from all liabilities hereunder, and Savvis Communications Corporation shall remain the Guarantor hereunderexcept for all accrued liabilities.
Appears in 2 contracts
Sources: Lease (Medgenesis Inc), Lease (Medgenesis Inc)
Assignment and Subletting. (a) Tenant shall not have sublet all or part of the right to Premises or assign, transfer, mortgage mortgage, pledge or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereofinterest therein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer attempt by Tenant of this Lease to sublease all or its interest herein or sublease part of the Premises or to assign, transfer or encumber this Lease shall (a) be void and (b) not relieve Tenant from the further performance of its obligations hereunder. Tenant hereby assigns, transfers and conveys to Landlord all amounts received by Tenant (whether denominated as rent or otherwise) pursuant to or in connection with, any portion thereof such actual or attempted assignment or sublease, whether consented to by Landlord or mandated by judicial intervention, including without limitation any amounts in violation excess of this Section 15 shallthe Base Rent, at and ▇▇▇▇▇▇ agrees to deliver to Landlord such amounts within ten (10) days after receipt. Landlord may collect any such amounts directly from such assignee, subtenant or transferee and apply the option same against the Base Rent and Additional Rent due Landlord hereunder. No such collection shall constitute a novation or a release of LandlordTenant from the further performance of ▇▇▇▇▇▇’s obligations hereunder. Any subletting or assignment hereunder shall not release or discharge Tenant of or from any liability, constitute an Event of Default whether past, present or future, under this Lease, and Tenant shall continue fully liable thereunder. Tenant agrees The subtenant or subtenants or assignee shall agree in a form satisfactory to give Landlord at least twenty (20) days’ advance written notice to comply with and be bound by all of Tenant’s intention to assign or transfer the terms, covenants, conditions, provisions and agreements of this Lease to the extent of the space sublet or assigned, and Tenant shall deliver to Landlord promptly after execution an executed copy of each such sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee assignment and an agreement of compliance by each such subtenant or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent assignee. Consent by Landlord to any assignment of this Lease or to any subletting of the Premises shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant Landlord’s rights under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed Article 10 as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 2 contracts
Sources: Lease Agreement (Lakeside Holding LTD), Lease Agreement (Lakeside Holding LTD)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber assign this Lease or sublease any interest therein or permit anyone to use or occupy sublet the Premises or any portion thereof, without the prior written consent of Landlord. In the event Tenant seeks such written consent to an assignment in order to facilitate a sale or other change in control of Tenant, which consent Landlord shall not be unreasonably withheldwithhold its consent to such assignment. In all other circumstances, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no Landlord may withhold its written consent to assignment or transfer of this Lease or the right subletting of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about at its sole discretion. If Tenant desires to assign this Lease or sublet the Premises or any part thereof, Tenant shall notify Landlord not later than thirty (30) days prior to the proposed effective date of the assignment or sublease. Tenant’s notice shall include the name and address of the proposed assignee or transferee sub-lessee, a true and complete copy of the proposed assignment or sublessee sublease, sufficient information as Landlord deems necessary to enable permit Landlord to determine the financial responsibility, experience, and character of the proposed assignee or sub-tenant, the terms and conditions of any sale of Tenant’s business, and the nature of any Improvements to the Premises which the proposed assignee or sub-lessee or Tenant intends to make in connection with the determination called for above.
(b) The consent by Landlord to any assignment or subletting sublease. Each such notice shall not be construed as a waiver also include complete financial statements of the proposed assignee or release sub-lessee, detailed description of Tenant from any the intended use of the Premises, and all liability for the performance complete resume of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Leasepast business experience. Landlord’s consent to any one assignment or subletting sublease pursuant hereto shall not be construed as relieving Tenant from the obligation deemed to be a waiver of complying with the provisions of this Section 15(a) above, as applicable, with respect to any subsequent assignment or sublettingsublease. Any Each such permitted sublease or shall expressly be made subject to the provisions of this Lease. If Tenant assigns any of its rights and interests under this Lease, the assignee under such assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes expressly assume all of the obligations and liabilities of Tenant hereunder thereafter arisingin a written instrument satisfactory to Landlord at the time of such assignment. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such No assignment or sublease shall impose any obligations on Landlord or otherwise affect any of the rights of Landlord under this Lease nor shall it affect or reduce any of the obligations of Tenant hereunder. No permitted assignment or subletting shall relieve Tenant of Tenant’s covenants and agreements hereunder. All such obligations shall continue in full force and effect as obligations of a principal and not be construed to mean that Landlord has approved any plans as obligations of a guarantor or specifications for renovations surety to the Premises intended by such assignee same extent as though no assignment or sublessee and that any such work to the Premises must be conducted in accordance subletting had been made. Tenant shall, concurrently with the terms execution and delivery of any permitted assignment or sublease, deliver a duplicate original thereof to Landlord. A change in the beneficial or record ownership of any class units of Tenant, or the beneficial interest in Tenant shall be treated as and deemed to be an assignment of this Lease within the foregoing provisions of this Section, only if the effect of same shall be to result in a change in management or control of Tenant. The transfer of less than fifty percent of the units of Tenant is presumptively not to be treated as an assignment of this Lease. The foregoing shall not be construed as limiting Any assignment or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, sublease made in the same manner as and in addition to any consents by Landlord under the terms violation of this Section 15shall be void. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the rightpay also all of Landlord’s costs, without the consent of Landlord but upon prior written notice to Landlordcharges, and expenses, including without limitation, reasonable attorney’s fees, incurred in accordance connection with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, use, occupancy, transfer, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderencumbrance made or requested by Tenant.
Appears in 2 contracts
Sources: Commercial Lease (MJ Holdings, Inc.), Commercial Lease (MJ Holdings, Inc.)
Assignment and Subletting. The Tenant shall not, without the Landlord's prior written consent, which shall not be unresonably withheld, (a) Tenant shall not have the right to assign, transferconvey, mortgage mortgage, pledge, encumber or otherwise encumber transfer (whether voluntarily or otherwise) this Lease or sublease any interest under it; (b) allow any transfer thereof by operation of law except to a subsidiary, affiliate, or permit anyone parent company or to use or occupy a company with which Tenant merges; (c) sublet the Premises or any portion part thereof, without or (d) permit the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned use or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion part thereof in violation of this Section 15 shallby anyone other than the Tenant. Notwithstanding anything herein to the contrary, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to may assign or transfer this Lease or to sublease sublet the Premises or any portion thereofpotion thereof to any parent, along affiliate or subsidiary of Tenant or any company with reasonably sufficient information about which Tenant merges without Landlord's consent as long as: a) The Real Estate Department of Tenant makes a good faith effort to inform Landlord as soon as possible as to the effective date of the assignment or subletting, b) if Tenant continues to exist as an entity, Tenant remains liable for the performance of Tenant's obligations hereunder. Notwithstanding anything herein to the contrary, if United States or Georgia or other state securities laws and regulations prohibit disclosure of a pending merger or acquisition, Tenant may withhold notification of such merger or acquisition until it is legally permitted to disclose at which time Tenant shall promptly notify Landlord of the assignment or subletting. If the assignment, transfer, or subletting is approved and rents under the sublease are greater than the rents provided for herein, then Landlord shall have the further option either (a) to convert the sublease into a prime lease and receive all of the rents, in which case Tenant will be relieved of further liability hereunder and under the proposed assignee sublease, or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent to require Tenant to remain liable under this Lease, in which event Tenant shall be entitled to retain such excess rents. If this Lease be assigned or if the Premises or any part thereof be sublet or occupied by anybody other than the Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to any assignment the Rent herein reserved, but no such assignment, subletting, occupancy or subletting collection shall not be construed as deemed a waiver of any of the Tenant's covenants contained in this Lease or the acceptance of such assignee, subtenant or occupant as Tenant, or a release of Tenant from any and all liability for further performance by tenant of covenants on the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release part of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Leaseherein contained.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 2 contracts
Sources: Office Lease (Elastic Networks Inc), Office Lease (Elastic Networks Inc)
Assignment and Subletting. (a) Tenant Subtenant shall not have the right to assignassign this Sublease or sub-sublease all or a portion of the Subleased Premises in accordance with Article 14 (Assignment and Subletting) of the Original Master Lease which (except as noted in Section 6.5(a) above) is incorporated herein, transfersubject to (x) the approval of Sublandlord, mortgage which approval shall be granted or otherwise encumber this withheld in the manner described in the Master Lease with respect to Landlord’s rights to approve assignments or subleases, and (y) the approval of Landlord pursuant to the Master Lease. Subtenant expressly acknowledges that any deemed consent by Sublandlord to a proposed sub-sublease or permit anyone to use or occupy the Premises or of any portion thereof, without of the prior written consent Subleased Premises following Sublandlord’s failure to respond to a second (2nd) notice from Subtenant as described in Section 14.2 of Landlord, which consent shall the Original Master Lease (as incorporated herein by reference) will not be unreasonably withheld, conditioned deemed to constitute consent (or delayed by Landlord. Except as expressly permitted under Section 15(ddeemed consent) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting sublease. Subtenant shall pay all fees and costs payable to Landlord pursuant to the Master Lease in connection with any proposed assignment, sub-sublease or transfer of the Subleased Premises, together with all of Sublandlord’s reasonable out-of-pocket costs relating to Subtenant’s request for such consent, regardless of whether such consent is granted, and the effectiveness of any such consent shall be conditioned upon Landlord’s and Sublandlord’s receipt of all such fees and costs. Subtenant shall have the benefits of Section 14.8 (Permitted Transfers) of the Original Master Lease. For the purpose of this Sublease, any sale or transfer of Subtenant’s capital stock, redemption or issuance of any additional stock of any class or the trading of any of Subtenant’s stock if Subtenant is a publicly traded company shall not be construed deemed an assignment, subletting or any other transfer of this Sublease or the Subleased Premises so long as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant such transaction does not constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use Transfer” pursuant to Section 4 14.6 of the Original Master Lease. Moreover, none of the following shall be deemed an assignment, subletting or any other transfer of this Lease and, in Sublease or the case of an assignment Subleased Premises so long as such assignee is bound by the terms and conditions of this Lease and assumes all transaction does not constitute a “Transfer” pursuant to Section 14.6 of the obligations and liabilities Original Master Lease: (i) a sale of Tenant hereunder thereafter arisingcorporate shares of capital stock in Subtenant in connection with an initial public offering of Subtenant’s stock on a nationally-recognized stock exchange, or (ii) the issuance of any stock preferences or other equity interests of Subtenant in connection with raising additional financing or capital. In The terms of the case of a sublease, immediately preceding two (A2) Landlord is not, and sentences will not become, a party be deemed to such sublease, and (B) bind Landlord or restrict Landlord’s consent ability to such sublease does not create construe any transaction as a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted Transfer in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this the Master Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 2 contracts
Sources: Sublease (Lyft, Inc.), Sublease (Lyft, Inc.)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber assign this Lease or sublease any of Tenant’s rights or obligations hereunder, or sublet or permit anyone to use or occupy the Premises or any portion part thereof, without (i) the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no No assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated effected by operation of law or otherwise without the Landlord’s prior written consent of Landlordconsent. Any attempted assignment assignment, subletting or transfer by Tenant occupancy, Landlord’s consent thereto or Landlord’s collection or acceptance of this Lease rent from any assignee, subtenant or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shalloccupant, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any liability hereunder (if being understood that Tenant shall at all times remain primarily liable as a principal and all liability for the performance of all covenants not as a guarantor or a surety) and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant or any assignee, subtenant or occupant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect obtaining Landlord’s prior written consent’ to any subsequent assignment assignment, subletting or sublettingoccupancy. Any Tenant assigns to Landlord any sum due from any assignee, subtenant or occupancy of Tenant as security for Tenant’s performance of its obligations pursuant to this Lease. Tenant authorizes each such sublease assignee, subtenant or assignment occupant to pay such sum directly to Landlord if such assignee, subtenant or occupant receives written notice from Landlord specifying that such rent shall be subject and subordinate paid directly to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations collection of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing rent shall not be construed as limiting an acceptance of such assignee, subtenant or waiving occupant as a tenant nor a waiver of any default hereunder by Tenant. All restrictions and obligations imposed pursuant to this Lease on Tenant or the use and occupancy of the Premises shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. Tenant shall not mortgage or hypothecate this Lease without Landlord’s rightwritten consent, under this Section 15, which consent may be granted or withheld in Landlord’s sole and absolute discretion. Tenant shall pay the expenses (including attorney’s fees and hourly fees for Landlord’s employees and agents) incurred by Landlord in connection with reviewing Tenant’s request for Landlord to give its consent to an any assignment, transfersubletting, mortgage occupancy or mortgage, and Landlord’s receipt of reimbursement for such expenses from Tenant (not to exceed five hundred dollars ($500.00)) shall be a condition to Landlord providing its consent to such assignment, subletting, occupancy or mortgage.
(b) lf Tenant is a partnership, then any dissolution of Tenant or a withdrawal or change, whether voluntary, involuntary, or by operation of law, of partners owning a controlling interest in Tenant shall be deemed a voluntary assignment of this Lease. If Tenant is a Corporation or a partnership with a corporate general partner, then any dissolution, merger, consolidation or other encumbrance reorganization of Tenant (or such corporate general partner), or any sale or transfer of a controlling interest of its capital stock, shall be deemed a voluntary assignment of this Lease. Whether Tenant is a partnership, corporation or any other type of entity, then at the option of Landlord, a sale of all or substantially all of its assets or a change in its name shall also be deemed a voluntary assignment of this Lease.
(c) If Tenant wants to assign, sublet or otherwise transfer all or part of the Premises or this Lease is Lease, then Tenant shall give Landlord written notice (“Tenant’s Request Notice”) of the identity of the proposed assignee or shall be assigned by Landlord to any Lender as additional security for such mortgage loansubtenant and its business, the consent of such Lender (if required by the all terms of the applicable loan documentsproposed assignment or subletting, the commencement date of the proposed assignment or subletting (the “Proposed Sublease Commencement Date”), the area proposed to be assigned or sublet (the “Proposed Sublet Space”) and such other information as Landlord may reasonably request. Tenant shall also transmit therewith the most recent financial statement or other evidence of financial responsibility of such assignee or subtenant and a certification executed by Tenant and such proposed assignee or subtenant stating whether any premium or other consideration is being paid for the proposed assignment or sublease.
(d) If Tenant proposes to assign this Lease, Landlord may, at its option, upon written notice to Tenant given within thirty (30) days after its receipt of Tenant’s notice of proposed assignment, together with all other necessary information, elect to recapture the Premises and terminate this Lease. If Tenant proposes to sublease all or part of the Premises for the remainder of the Term, or for a portion of the Term ending within the last twelve (12) months thereof, Landlord may, at its option upon written notice to Tenant given within thirty (30) days after its receipt of Tenant’s notice of proposed subletting, together with all other necessary information, elect to recapture such portion of the Premises as Tenant proposes to sublease and upon such election by Landlord, this Lease shall terminate as to the portion of the Premises recaptured. If a portion of the Premises is recaptured, the Rent payable under this Lease, and, if the area recaptured constitutes more than fifty percent (50%) of the Rentable Square Feet of the Premises prior to such recapture, the Security Deposit, shall be requiredproportionately reduced based on the square footage of the Rentable Square Feet retained by Tenant and the square footage of the Rentable Square Feet leased by Tenant immediately prior to such recapture and termination, when applicableand Landlord and Tenant shall thereupon execute an amendment to this Lease in accordance therewith. Landlord may thereafter, without limitation, lease the recaptured portion of the Premises to the proposed assignee or subtenant without liability to Tenant. Upon any such termination, Landlord and Tenant shall have no further obligations or liabilities to each other under this Lease with respect to the recaptured portion of the Premises, except with respect to obligations or liabilities which accrue or have accrued hereunder as of the date of such termination (in the same manner as if the date of such termination were the date originally fixed for the expiration of the Term hereof). No reduction in the Security Deposit as a result of the recapture of an area of the Premises shall occur until sixty (60) days following the recovery by Landlord of possession of the portion of the Premises recaptured, and prior to any such reduction, Landlord shall have the right to deduct from the Security Deposit the amount the damages, if any, sustained by Landlord as a result of the failure to Tenant to deliver possession of the portion of the Premises recaptured in the condition required by Paragraph 26 of this Lease, as if the date of recapture were the date of the expiration of the Lease Term.
(e) If any sublease, assignment or other transfer (whether by operation of law or otherwise) provides that the subtenant, assignee or other transferee (or any affiliate thereof) is to pay any amount in excess of the rent and other charges due under this Lease, then, whether such excess be in the form of an increased rental, lump sum payment, payment for the sale or lease of fixtures or other leasehold improvements or any other form (and if the applicable space does not constitute the entire Premises, the amount and existence of such excess shall be determined on a pro rata basis), Tenant shall pay to Landlord fifty percent (50%) of any such excess upon such terms as shall be specified by Landlord and in addition no event later than ten (10) days after Tenant’s receipt thereof. Tenant shall in all events diligently pursue the collection of all amounts owed by any subtenant, assignee or other transferee. Landlord shall have the right to inspect and audit Tenant’s books and records relating to any consents sublease, assignment or other transfer. Any sublease, assignment or other transfer shall be effective on forms supplied or approved by Landlord.
(f) Notwithstanding anything in this Paragraph 12 to the contrary, provided (i) this Lease shall be in full force and effect, and (ii) Tenant shall not, within the two (2) year period preceding the preceding the assignment or subletting contemplated hereby, have either (x) committed more than two monetary defaults as to which Landlord has issued a notice in accordance with the provisions of Paragraph 17 hereof, or (y) committed more than two non-monetary defaults as to which Landlord issued a notice in accordance with the provisions of Paragraph 17 hereof, Tenant may, without Landlord’s consent, but after providing written notice to Landlord, assign this Lease or sublet all or any portion of the Premises to any Related Entity (as hereinafter defined) provided that (u) in the event of an assignment, such Related Entity assumes in full all of Tenant’s obligations under this Lease; (v) Landlord is provided with a counterpart of the fully executed agreement of assignment or sublease; (w) Tenant remains liable under the terms of this Lease; (x) such Related Entity is not a governmental entity or agency; (y) such Related Entity’s use of the Premises is the substantially the same as that of Tenant, or is otherwise consistent with the provisions of Paragraph 5(a) hereof; and (z) such Related Entity does not require additional services other than those agreed to be provided by Landlord under the terms of this Section 15Lease. Landlord agrees to use diligent and good faith efforts to obtain consent to “Related Entity” shall be defined as any proposed assignment from any such Lender.
(d) Notwithstanding the foregoingparent company, so long as Tenant subsidiary, affiliate or related corporate entity of Tenant, which controls, is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Leasecontrolled by, or sublet the whole is under common control with Tenant, or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; Tenant, and which Related Entity has a net worth equal to or (iii) any corporation or entity controlled in whole or in part by Savvis (each greater than that of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction Tenant as of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all date of the terms, conditions and provisions execution of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 2 contracts
Sources: Deed of Lease (Maravai Lifesciences Holdings, Inc.), Deed of Lease (Maravai Lifesciences Holdings, Inc.)
Assignment and Subletting. (a) Except as herein provided, Tenant shall may not have the right to assignassign this lease in whole or in part, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises nor sublet all or any portion thereofof the Premises, without the prior written consent of Landlord and Ground Lease Landlord. Further, which notwithstanding the foregoing, such consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no required if such assignment or transfer sublease is from Tenant to a wholly owned subsidiary of this Tenant or to a wholly owned subsidiary of Tenant’s parent, if any, provided that the Ground Lease Landlord has been consulted and is satisfied with the entity or entities guarantying the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default assignee’s performance under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord or Ground Lease Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s the necessity for such consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease No assignment, under letting, occupancy or assignment collection shall be subject deemed acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of the covenants on the part of Tenant herein contained. This prohibition against assignment or subleasing includes those by operation of law, legal process, receivership, bankruptcy or otherwise, whether voluntary or involuntary. Landlord, by its acceptance hereof, acknowledges that Tenant may mortgage or collaterally assign its interest in and subordinate to this Lease in all respectsand the leasehold estate created hereunder to institutional lenders providing financing to Tenant, and to Tenant’s parent, if any, or to any amendments, modifications, renewals, extensions subsidiary or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities affiliate of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean provided that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of a foreclosure sale any assignmentpurchaser of such interest must be approved in advance by the Landlord and Ground Lease Landlord. Notwithstanding any permitted assignment or transfer of this Lease or subletting of the Premises, subletting, or other transfer under this Lease, Savvis Tenant shall remain fully liable for performance on this Lease and compliance with all shall not be released from performing any of the terms, covenants and conditions hereof or any rents or other sums to be paid hereunder. Tenant acknowledges and provisions agrees that any and all right and interest of the Landlord in and to the Premises, and all right and interest of the Landlord in this Lease, may be conveyed, assigned or encumbered at the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain sole discretion of the Guarantor hereunderLandlord at any time.
Appears in 2 contracts
Sources: Lease (Radiation Therapy Services Holdings, Inc.), Lease (Radiation Therapy Services Holdings, Inc.)
Assignment and Subletting. (a) Tenant shall not have the right to either voluntarily, or by operation of law, assign, transfer, mortgage mortgage, pledge, hypothecate or otherwise encumber this Lease or sublease or permit anyone to use or occupy any interest therein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use their Premises, or any portion thereof, without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Tenant can transfer its rights to this Lease to a related entity provided Tenant owns in excess of 51% of the entity. when Tenant requests Landlord. Except as expressly permitted under Section 15(d) below, no 's consent to such assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease subletting, it shall notify Landlord in writing of the Premises or any portion thereof in violation name and address of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee subtenant and the nature and character of the business of the proposed assignee or sublessee subtenant and shall provide financial statements for the proposed assignee or subtenant. Landlord shall have the option (to enable be exercised within fifteen (15) business days from the submission of Tenant's request) to cancel this Lease as of the commencement date stated in the proposed sublease or assignment. If Landlord to make shall not exercise its option within the determination called for time set forth above.
(b) The , its consent by Landlord to any proposed assignment or subletting shall not be construed unreasonably withheld. if Landlord approves an assignment or subletting as a waiver herein provided, Tenant shall pay to Landlord, as Additional Rent, the difference, if any, between Rent plus Additional Rent allocable to that part of the Premises affected by such assignment or release sublease pursuant to the provisions of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor and the Rent and Additional Rent payable by the assignee or sublessee to Tenant, less reasonable expenses actually incurred by Tenant related to the sublease or assignment to include attorney fees, brokerage commission and construction costs as evidenced by receipted bills. A consent to one assignment, subletting, occupation or use shall the collection not be deemed to be a consent to any other or acceptance of rent from any assigneesubsequent assignment, transferee subletting, occupation or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s use and consent to any assignment or subletting shall not be construed as relieving in no way relieve Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent liability under this Lease. Any assignment or sublettingsubletting without Landlord's consent shall be void, and shall, at the option of the Landlord, constitute a default under this Lease. Any such In the event that Landlord shall consent to a sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have pay Landlord's reasonable fees, not to exceed one hundred dollars per transaction, incurred in connection with processing of documents necessary to the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies giving of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderconsent.
Appears in 2 contracts
Sources: Lease Agreement (Brighton Technologies Corp), Lease Agreement (Brighton Technologies Corp)
Assignment and Subletting. (a) Tenant shall not have the right to assignnot, transfereither voluntarily or by operation of law, mortgage directly or otherwise encumber indirectly, sell, assign or transfer this Lease Lease, in whole or sublease in part, or permit anyone to use or occupy sublet the Premises or any portion part thereof, or permit the Premises and Common Area or any part thereof to be occupied by any person, corporation, partnership, or other entity except Tenant or Tenant’s employees, without the prior written consent of LandlordLandlord in each instance. A merger, which consent shall not be unreasonably withheldacquisition, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of stock control in Tenant, if Tenant is a corporation, or a transfer of a greater than 49% beneficial ownership interest in Tenant, if Tenant is a partnership or other entity, shall be deemed an act of assignment hereunder. Any sale, assignment, mortgage, transfer or subletting of this Lease or the right of occupancy hereunder may be effectuated by operation of law Premises or otherwise without Common Area which is not in compliance with the prior written consent of Landlord. Any attempted assignment or transfer by Tenant provision of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this LeaseParagraph 13 shall be void. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver relieve Tenant from the obligation to obtain the express prior written consent of Landlord to any further assignment or release of subletting, or relieve Tenant from any and all liability for or obligation hereunder, whether or not then accrued. Notwithstanding the performance of all covenants and obligations to be performed by Tenant under this Leaseforgoing, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment a sublease of all or subletting a portion of the Premises to a third party shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(aunreasonably withheld, conditioned or delayed.
(b) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) If Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent consents to any assignment or sublease does by Tenant, Tenant shall not affect the be relieved of its obligations of Landlord under this Lease and Tenant shall remain liable, jointly and severally and as a principal, and not as a guarantor or Tenant surety, under this Lease, and Landlord’s consent to such the same extent as though no assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this LeaseTenant had been made. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If an assignment or sublease is consented to by Landlord and the rental due and payable by an assignee or subtenant (or a combination of rent payable thereunder plus any other consideration directly or indirectly incident to the assignment or sublease) exceeds the rent payable under this Lease is Lease, then Tenant shall pay to Landlord, as Additional Rent, 100% of such excess rental within 10 days following receipt thereof by Tenant from the assignee or subtenant, as the case may be. In such event, any rent received by Tenant from an assignee or subtenant shall be assigned held by Tenant in trust for Landlord, to be forwarded immediately to Landlord without offset or reduction at any time, and, upon election by Landlord, such rental shall be paid directly to Landlord and credited to any Lender as additional security for such mortgage loan, the consent of such Lender (if required amounts owed by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such LenderTenant hereunder.
(d) If Landlord consents to an assignment or sublease by Tenant, any option to renew this Lease or right to extend the Lease Term shall automatically terminate unless otherwise agreed to in writing by Landlord. Any request for an assignment or sublease shall be accompanied by a minimum fee of $1,500.00 for Landlord’s administrative costs in connection with the processing of the request. In addition, Tenant shall pay to Landlord, within 10 days after demand by Landlord, the reasonable out-of-pocket costs and expenses incurred by Landlord in connection with any request by Tenant for consent to an assignment or sublease by Tenant, including reasonable attorneys’ fees, regardless of whether consent of Landlord is given to the assignment or sublease by Tenant.
(e) Notwithstanding any provision of this Lease to the foregoingcontrary, so long as provided that Tenant remains liable on this Lease, provides Landlord with prior written notice and names of the applicable transferee and a copy of the applicable assignment or sublease agreement, and Tenant is not then in default under this Lease beyond any applicable notice and cure periodsperiod, then the following transfers will not require Landlord’s prior consent (each a “Permitted Transfer”):
(i) a transfer or sublease to any entity which is controlled by Tenant;
(ii) a transfer or sublease to any entity which controls Tenant (“Parent”);
(iii) a transfer or sublease to any entity which is controlled by Tenant’s Parent; and/or
(iv) a transfer to any entity which merges with Tenant or purchases substantially all of Tenant’s assets, provided that Tenant provides to Landlord financial statements evidencing that such transferee or surviving corporation has a credit rating and net worth (exclusive of intangible assets) at least as favorable as Tenant.
(f) Additionally, any of the following transfers shall have not be deemed a transfer or assignment under this Paragraph 13 and shall not require Landlord’s consent or the right, without the consent delivery of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) :
(i) a transfer involving any corporation sale of stock for capital raising purposes in which Tenant is the surviving corporation, or entity which controls Savvis the sale of stock or other equity interests in whole Tenant on a public stock exchange (e.g., NYSE or NASDAQ), whether in part; connection with an initial public offering or thereafter;
(ii) any corporation or entity resulting from a transfer effected exclusively to change the merger or consolidation domicile of Savvis with another corporation or entity or that acquires substantially all of the assets of SavvisTenant; or and
(iii) so long as Tenant remains the “Tenant” under the Lease and Tenant’s tangible net worth is not negatively impacted, any corporation financing, refinancing or entity controlled in whole funding of Tenant or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporationits business, whether such financing, refinancing or funding takes the form of debt or equity investments through the publicly or privately traded equity or any other form, including, without limitation, any transaction whereby a venture capital or equity investor directly or indirectly provides financing or refinancing for Tenant and/or purchases ownership interests in Tenant, its parent or any affiliate of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderTenant.
Appears in 2 contracts
Sources: Lease Agreement (Recursion Pharmaceuticals, Inc.), Lease Agreement (Recursion Pharmaceuticals, Inc.)
Assignment and Subletting. (a) A. Tenant shall may not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy Lease, nor sublet the Premises Demised Premises, or any portion part thereof, nor shall any assignment or transfer of this Lease be effectuated by operation of law or otherwise, without first obtaining any required jurisdictional approvals (including, but not limited to, the U.S. Department of State) and the prior written consent of Landlord, which Landlord (whose consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlorddelayed). Any attempted assignment assignment, transfer, mortgage, encumbrance or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or subletting without such consent shall be wholly void and shall confer no rights upon any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Leasethird parties. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by of Landlord to any assignment assignment, transfer, or subletting to any third party shall not be construed as a waiver or release of Tenant from the terms of any and all liability for the performance of all covenants and obligations to be performed by Tenant covenant or obligation under this Lease, nor shall the collection or acceptance of rent rental from any such assignee, transferee transferee, subtenant or subtenant occupant constitute a waiver or release of Tenant of any covenant or obligation contained in this Lease, nor shall any assignment, transfer or subletting be construed to relieve Tenant from obtaining the consent in writing of Landlord to any further assignment or subletting. During the pendency of an existing, outstanding Event of Default hereunder, Tenant hereby assigns to Landlord the rental due from any subtenant of Tenant and hereby authorizes each such subtenant to pay said rental directly to Landlord. Except with respect to a subletting or assignment permitted pursuant to Section 34.B below, Tenant shall reimburse Landlord for its liabilities reasonable attorneys’ fees and expenses incurred in reviewing any requested consent whether or obligations under this Lease. not such consent is granted.
B. Notwithstanding the above restrictions on subletting and assignments, Landlord’s prior consent to shall not be required for any assignment or subletting shall not be construed to an Affiliate of Tenant (as relieving defined below), a Parent of Tenant from (as defined below) or the obligation of complying with the provisions of Section 15(aInternational Telecommunications Satellite Organization, provided (1) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any that such assignee or sublessee shall conduct a business subtenant agrees in the Premises which is a permitted use pursuant writing to Section 4 of this Lease and, in the case of an assignment such assignee is be bound by the terms and conditions of this Lease and assumes to assume all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, (2) that such assignee or subtenant shall use the Demised Premises for the Permitted Use, and Landlord’s consent to (3) that Tenant provides Landlord with written notice of such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations no later ten (10) days prior to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent effective date of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms assignment or sublease. For purposes of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to 34.B, an “Affiliate of Tenant” shall mean any proposed assignment from any such Lender.
corporation, professional corporation, limited liability company, limited liability partnership, association, trust or partnership (d1) Notwithstanding that Controls (as herein defined) Tenant, (2) that is under the foregoingControl of Tenant, so long as Tenant through stock ownership or otherwise, (3) that is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance common Control with the other provisions of this Section 15 as if consent were required, to assign this LeaseTenant, or sublet the whole or part of the Premises to: (a4) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting results from the merger or consolidation of Savvis with another corporation Tenant, or entity acquires all or that acquires substantially all of the assets of Savvis; and interest in Tenant. For the purposes hereof, a “Parent of Tenant” shall mean any corporation, limited liability company, association, trust, or partnership (A) that Controls Tenant, or (iiiB) any corporation that owns more than fifty percent (50%) of the issued and outstanding voting securities of Tenant. The terms “Control” or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As Controls” as used in this Section 15; “control” 34.B shall mean the power to direct directly or cause indirectly influence the direction of the day to day management and direction, management, or policies of Tenant or such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderentity.
Appears in 2 contracts
Sources: Lease Agreement (Intelsat S.A.), Purchase and Sale Agreement (Intelsat S.A.)
Assignment and Subletting. (a) A. Tenant shall agrees not have the right to assign, transfersublet, license, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy Agreement, the Premises Premises, or any portion part thereof, whether by voluntary act, operation of law, or otherwise, without the specific prior written consent of LandlordLandlord in each instance. If Tenant is a corporation or a partnership, which consent transfer of a controlling interest of Tenant shall be considered an assignment of this Lease Agreement for purposes of this Article. Consent by Landlord in one such instance shall not be unreasonably withhelda waiver of Landlord’s rights under this Article as to requiring consent for any subsequent instance. In the event Tenant desires to sublet a part or all of the Premises, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of assign this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior Agreement, Tenant shall give written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees notice to give Landlord at least twenty thirty (2030) days’ advance written days prior to the proposed subletting or assignment, which notice shall state the name of Tenantthe proposed subtenant or assignee, the terms of any sublease or assignment documents and copies of financial reports or other relevant financial information of the proposed subtenant or assignee. At Landlord’s intention to assign or transfer this Lease or to sublease the Premises or option, any portion thereof, along with reasonably sufficient information about and all payments by the proposed assignee or transferee sublessee with respect to the assignment of sublease shall be paid directly to Landlord. In any event no subletting or sublessee assignment shall release Tenant of its obligation to enable Landlord pay the rent and to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and perform all liability for the performance of all covenants and other obligations to be performed by Tenant under hereunder for the Term of this Lease, nor shall the collection or Lease Agreement. The acceptance of rent by Landlord from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting other person shall not be construed as relieving Tenant from the obligation deemed to be a waiver by Landlord of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions provision hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) At Landlord’s consent to such sublease does not create a contractual relationship between option, Landlord and such sublessee, nor does it create any liability may terminate the Lease Agreement in lieu of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain giving its consent to any proposed assignment from any such Lenderof this Lease Agreement or subletting of the Premises (which termination may be contingent upon the execution of a new lease with the proposed assignee or subtenant).
(d) Notwithstanding B. Landlord’s right to assign this Lease Agreement is and shall remain unqualified upon any sale or transfer of the foregoingBuilding and, so long as Tenant is not in default providing the purchaser succeeds to the interests of Landlord under this Lease beyond any applicable notice and cure periodsAgreement, Tenant Landlord shall have the right, without the consent thereupon be entirely freed of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part all obligations of the Premises to: (a) (i) Landlord hereunder and shall not be subject to any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity liability resulting from the merger any act or consolidation of Savvis with another corporation omission or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided event occurring after such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderconveyance.
Appears in 2 contracts
Sources: Lease Agreement (Mathstar Inc), Standard Office Lease Agreement (Mathstar Inc)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereofnot, without the prior written consent of Landlord, which consent shall not to be unreasonably withheldwithheld (i) assign or in any manner transfer this Lease or any estate or interest therein, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d(ii) below, no permit any assignment or transfer of this Lease or any estate or interest therein, by operation of law, or (iii) sublet the leased Premises or any part thereof, or (iv) grant any license, concession or other right of occupancy hereunder may be effectuated of any portion of the leased Premises, or (v) permit the use of the leased Premises by operation of law or otherwise any parties other than Tenant, its agents and employees and any such act without the Landlord’s prior written consent shall be void and of no effect. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord’s rights as to any subsequent assignments and sublettings. Any attempted Notwithstanding any assignment or transfer by subletting, Tenant and any guarantor of Tenant’s obligations under this Lease or its interest herein or sublease shall at all times remain fully responsible and liable for the payment of the Premises or any portion thereof in violation rent herein specified and for compliance with all of this Section 15 shall, at the option of Landlord, constitute an Event of Default Tenant’s other obligations under this Lease. If an event of default, as hereinafter defined, should occur while the leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may at its option collect directly from such assignee or sublessee all rents becoming due to Tenant agrees under such assignment or sublease and apply such rent against any sums due to give Landlord at least twenty (20) days’ advance written by Tenant hereunder, and Tenant hereby authorizes and directs any such assignee or sublessee to make such payments of rent directly to Landlord upon receipt of notice from Landlord. No direct collection by Landlord from any such assignee or sublessee shall be construed to constitute a novation or a release of Tenant or any guarantor of Tenant from the further performance of its obligations hereunder. Receipt by Landlord of rent from any assignee, sublessee or occupant of the leased Premises shall not be deemed a waiver of the covenant of this Lease contained against assignment and subletting or a release of Tenant under this Lease. The receipt by Landlord from any such assignee or sublessee obligated to make payments of rent shall be a full and complete release, discharge, and acquittance to such assignee or sublessee to the extent of any such amount of rent so paid to Landlord. Landlord is authorized and empowered, on behalf of Tenant’s intention , to assign endorse the name of Tenant upon any check, draft, or transfer other instrument payable to Tenant evidencing payment of rent, or any part thereof, and to receive and apply the proceeds therefrom in accordance with the terms hereof. Tenant shall not mortgage, pledge or otherwise encumber its interest in this Lease or to sublease in the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for aboveleased Premises.
(b) The If Tenant requests Landlord’s consent to an assignment of the Lease or subletting of all or a part of the Premises, it shall submit to Landlord, in writing, the name of the proposed assignee or subtenant and the nature and character of the business of the proposed assignee or subtenant, the term, use, rental rate and other particulars of the proposed subletting or assignment, including without limitation, evidence satisfactory to Landlord [illegible] he proposed subtenant or assignee [illegible] financially responsible and will immediately occupy and thereafter use the Premises (or any sublet portion thereof) for the remainder of the lease term (or for the entire term of the sublease, if shorter). Landlord shall have the option (to be exercised within ten (10) days after submission of Tenant’s written request) to cancel this Lease (or the applicable portion thereof as to a partial subletting) as of the commencement date stated in the above-mentioned subletting or assignment. If Landlord elects to cancel this Lease as stated, then the term of this Lease, and the tenancy and occupancy of the leased Premises by Tenant thereunder, shall cease, terminate, expire and come to an end with respect to that portion of the Premises so assigned or sublet as if the cancellation date were the original termination date of this Lease and Tenant shall pay to Landlord all costs or charges which are the responsibility of Tenant hereunder with respect to that portion of the Premises so assigned or sublet, and Tenant shall, at its own cost and expense, discharge in full any outstanding commission obligation of Landlord with respect to this Lease, or any part hereof so canceled. Thereafter Landlord may lease the Premises to the prospective subtenant or assignee without liability to Tenant. If Landlord does not thus cancel this Lease, the terms and provisions of paragraph (a) hereof will apply.
(c) If Landlord consents to any subletting or assignment or subletting shall not be construed by Tenant as a waiver or release herein provided, and subsequently any rents received by Tenant under any such sublease are in excess of Tenant from any and all liability for the performance of all covenants and obligations to be performed rent payable by Tenant under this Lease, nor or any additional consideration is paid to Tenant by the assignee under any such assignment, then Landlord may, at its option, either (i) declare such excess rents under any sublease or such additional consideration for an assignment to be due and payable by Tenant to Landlord as additional rent hereunder, or (ii) elect to cancel this Lease as provided in paragraph (b) hereof.
(d) Landlord shall have the collection right to transfer, assign or acceptance of rent from convey, in whole or in part, the Building and any assignee, transferee or subtenant constitute a waiver or release of Tenant from any and all of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant rights under this Lease, and Landlord’s consent in the event Landlord assigns its rights under this Lease, Landlord shall thereby be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of Landlord for performance of such obligations.
(e) Tenant shall not offer the Premises for lease, assignment or sublease shall not be construed (without implying the consent of Landlord to mean that Landlord has approved any plans or specifications for renovations to offer the Premises intended by such assignee or sublessee and that for any such work to purposes) at a rental rate less than the Premises must be conducted then “current building rental rate,” which is the rental rate for space in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned Building offered by Landlord to third parties. In the event there is any Lender controversy or question as additional security for to the current building rental rate offered by Landlord, Landlord shall be the sole and exclusive determinate of such mortgage loanrental rate. In the event Tenant shall enter into a lease, assignment or sublease of the Premises (without implying the consent of such Lender (if required by Landlord thereto) and the terms of rental rate is other than the applicable loan documents) shall be requiredcurrent building rental rate, when applicableLandlord, in the same manner as and in addition to any consents by other right or remedy available to Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
may (d1) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign terminate this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 2 contracts
Sources: Office Building Lease Agreement, Office Building Lease Agreement (Rackspace Inc)
Assignment and Subletting. (a) The Tenant shall agrees not have the right to assign, transfer, or mortgage or otherwise encumber this Lease or sublease any right or permit anyone to use interest therein, or occupy sublet the Leased Premises or any portion part thereof, without the prior written consent of Landlord. No assignment or subletting made with the consent of Landlord shall relieve Tenant of its obligations hereunder, which consent and Tenant shall continue to be liable as a principal (and not be unreasonably withheld, conditioned as a guarantor or delayed by Landlord. Except surety) to the same extent as expressly permitted under Section 15(d) below, though no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlordsublease had been made. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent Consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that be consent to any additional assignment or subletting. Each such successive act shall require similar consent of Landlord. Landlord has approved shall be reimbursed by Tenant for any plans costs or specifications expenses incurred as a result of Tenant's request for renovations consent to the Premises intended by such assignee or sublessee and that any such work to assignment or subletting. In the Premises must be conducted in accordance with event Tenant subleases the terms of this Lease. The foregoing shall not be construed as limiting Leased Premises, or waiving Landlord’s rightany portion thereof, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If assigns this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, with the consent of the Landlord at an annual Base Rental exceeding that stated herein, such Lender excess shall be paid by Tenant to Landlord as additional rental hereunder within ten (10) days after receipt by Tenant. Upon the occurrence of an "event of default" as defined below, if required by the terms all or any part of the applicable loan documents) shall be requiredLeased Premises are then assigned or sublet, when applicableLandlord may, in the same manner as and in addition to any consents other remedies provided by this Lease or provided by law, collect directly from the assignee or subtenant all rents due to Tenant. Landlord shall have a security interest in all properties on the Leased Premises to secure payment of such sums. Any collection directly by Landlord under from the terms assignee or subtenant shall not be construed, however, to constitute a novation or release of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment Tenant from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default further performance of its obligations under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in it is expressly agreed that if this Lease is assigned to any person or entity pursuant to the event provisions of the Bankruptcy Code, 11 U.S.C. (S) 101 et esp. (the "Bankruptcy Code"), any assignment, subletting, and all monies or other transfer considerations payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord. Any person or entity to which this Lease, Savvis Lease is assigned pursuant to the provisions of the Bankruptcy Code shall remain liable for performance and compliance with be deemed without further act or deed to have assumed all of the terms, conditions obligations arising under this Lease on and provisions after the date of this Lease, the Guaranty such assignment. Any such assignee shall remain in full force upon demand execute and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderdeliver to Landlord an instrument confirming such assumption.
Appears in 2 contracts
Sources: Commercial Lease Agreement (Monitronics International Inc), Commercial Lease Agreement (Monitronics International Inc)
Assignment and Subletting. (a) A. Tenant shall not have the right to assign, transfersublet, mortgage transfer or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises lease, or any portion thereofinterest therein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment assignment, subletting, transfer or transfer encumbrance by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of the terms and covenants of this Section 15 shallParagraph shall be void. All cash or other proceeds of any assignment, at such proceeds as exceed the option rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, constitute an Event of Default under this Lease. Tenant whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to give Landlord at least twenty (20) days’ advance written notice the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant’s intention 's interest in this lease shall be for an amount equal to assign the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. any assignee, sublessee or transfer transferee of Tenant's interest in this Lease lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignments, subletting or other transfer, whether consented to sublease by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the Premises occurrence of an "event of default" as hereinafter defined, if the premises or any portion thereofpart thereof are then assigned or sublet, along with reasonably sufficient information about the proposed Landlord, in addition to any other remedies herein provided, or provided by law, may at its option collect directly from such assignee or transferee or sublessee subtenant all rents becoming due to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any Tenant under such assignment or subletting sublease and apply such rent against any sums due to Landlord from Tenant hereunder, and no such collection shall not be construed as to constitute a waiver novation or a release of Tenant from the further performance of Tenant's obligations hereunder.
B. If this lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code 11 U.S.C. ss. 101, et seq. (the "Bankruptcy Code"), any and all liability monies or other considerations payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the performance benefit of all covenants the Landlord and obligations promptly paid or delivered to be performed by Tenant under Landlord.
C. Any person or entity to which this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent lease is assigned pursuant to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) abovethe Bankruptcy Code, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject deemed, without further act or deed, to have assumed all of the obligations arising under this lease on and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain after the Guarantor hereunderdate of such assignment. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant upon demand execute and deliver to Section 4 of this Lease and, in the case of Landlord an assignment instrument confirming such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Leaseassumption.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 2 contracts
Sources: Lease Agreement (Hayes Corp), Lease Agreement (Hayes Corp)
Assignment and Subletting. (a) 7.1. Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber assign this Lease or sublease any of Tenant's rights or permit anyone to use obligations hereunder, or occupy sublet the Premises or any portion part thereof, without the Landlord's prior written consent of consent. Landlord, which 's consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly delayed, provided the proposed assignee or subtenant will use the Premises only for the purposes and in the manner permitted under Section 15(dthis Lease. Landlord shall respond to a request for its approval of a proposed assignment or sublease within ten (10) belowbusiness days following its receipt of a written request for such approval from Tenant, no and Landlord's failure to respond within such ten (10) business day period shall be deemed to constitute Landlord's approval of the assignment or sublease. Landlord shall furnish Tenant with detailed written reasons for Landlord's refusal to approve any assignment or sublease. No assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated effected by operation of law or otherwise without Landlord's prior written consent. Landlord's acceptance or collection of rent from any assignee, subtenant or occupant shall not be construed as a consent to or acceptance of such assignee, subtenant or occupant as a tenant. Neither shall Landlord's consent to any assignment, subletting or occupancy, or Landlord's acceptance or collection of rent from any assignee, subtenant or occupant, be construed as relieving Tenant or any assignee, subtenant or occupant from the obligation of obtaining Landlord's prior written consent to any subsequent assignment, subletting or occupancy. Notwithstanding any assignment of Landlord. Any attempted assignment or transfer by Tenant's interest in this Lease, the original Tenant hereunder shall remain liable for all obligations of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default Tenant arising under this Lease. Tenant agrees to give furnish Landlord, upon request, with such financial information concerning any proposed assignee or subtenant as Tenant may have in its possession; however, because the original Tenant remains liable for the obligations of Tenant under this Lease, Landlord at least twenty (20) days’ advance written notice agrees that the financial condition of the proposed assignee or subtenant will not be a reasonable basis for Landlord to withhold approval of such proposed assignee or subtenant. Tenant agrees that, in the event the bulk of the original Tenant's assets are hereafter conveyed to any parent, subsidiary or affiliate of the original Tenant, then, upon any assignment of this Lease occurring after such conveyance, the obligations of Tenant under this Lease shall be guaranteed by the parent, subsidiary or affiliate to which such assets were conveyed. All restrictions and nonmonetary obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenant, assignee or occupant of Tenant’s intention , and Tenant shall cause such persons to comply with all such restrictions and obligations. Any assignee shall expressly assume in writing all obligations of Tenant arising under this Lease after such assignment is effective.
7.2. Notwithstanding any other provision of this Article 7, Tenant shall have the right to assign or transfer this Lease or to sublease the Premises sublet all or any portion thereofof the Premises, along with reasonably sufficient information about in either case without the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord of Landlord, to any entity that is owned by or under common ownership with Tenant, or to any division or subentity of Tenant, or to any entity or user that is partially owned by Tenant and in the management and operations of which Tenant is an active participant. No such assignment or subletting shall not be construed as a waiver or release of relieve the original Tenant from any and all liability for the performance of all covenants and of the obligations to be performed by Tenant of the tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 2 contracts
Sources: Lease Agreement (American Management Systems Inc), Lease Agreement (American Management Systems Inc)
Assignment and Subletting. (a) Tenant (but not Tenant's assignee) may assign or sublet this Lease with the consent of Landlord, but only if the following terms and conditions are met and fulfilled:
(i) Tenant shall give Landlord not less than twenty (20) days prior written notice of Tenant's intention to assign or to sublet this Lease. Such notice shall set forth: the name of the assignee or sublessee (along with a description and recent financial statements of assignee or sublessee); the date that the assignment or sublease is to be effective; and the use to which the assignee or sublessee intends to put the Premises, and shall contain a copy of the proposed instrument of assignment or sublease.
(ii) The instrument of assignment or the sublease shall be in writing.
(iii) Tenant's assignee shall assume the obligations of Tenant under this Lease.
(iv) The assignment or sublease, and Landlord's acceptance thereof, shall not have relieve Tenant of its primary obligation for the faithful performance of all of the covenants, terms, and conditions hereof on Tenant's part to be performed, including the obligation for payment of rent when due hereunder. Tenant's right to assignassignment or to sublease shall apply solely to Tenant, transfer, mortgage and Tenant's assignee or otherwise encumber sublessee shall have no right to further assign or to sublet this Lease or sublease or permit anyone to use or occupy the Premises lease or any portion thereofthereof without Landlord's prior written consent, which consent Landlord may grant or withhold at its sole and absolute discretion.
(b) No interest of Tenant in this Lease shall be assignable by operation of law. Each of the following acts shall be considered an involuntary assignment:
(i) The corporate dissolution of Tenant;
(ii) If Tenant becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes a proceeding under the Bankruptcy Act in which Tenant is the bankrupt;
(iii) If a writ of attachment or execution is levied on this Lease;
(iv) If, in any action or proceeding to which Tenant is a party, a receive is appointed with authority to take possession of the Premises; or
(v) The foreclosure by any person holding a security interest in this Lease. An involuntary assignment shall be voidable and, at Landlord's election, shall constitute an Event of Default by Tenant, thereupon giving rise to the remedies contained in this Paragraph.
(c) In the event of any subassignment, sub-sublease, or involuntary assignment without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(dLandlord may either;
(i) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under immediately terminate this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.; or
(bii) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(aon ten (10) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior days written notice to LandlordTenant, and in accordance with the other provisions of elect to continue this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain Lease in full force and effect, and Savvis Communications Corporation accept performance from such subtenant, involuntary assignee, or subassignee; in such event, such subtenant, involuntary assignee, or subassignee shall remain execute documents setting forth the Guarantor hereunderprovisions of Paragraph 17(b) above; and the subtenant, involuntary assignee, or subassignee shall have no right to exercise any option in this Lease.
(d) Landlord may accept any rent or performance of Tenant's obligations from any person other than Tenant. Neither a delay in such approval or disapproval, nor an acceptance of rent or other performance, shall constitute a waiver or estoppel of Landlord's right to exercise the remedies herein set forth.
(e) The Landlord, as consideration in connection with such transfer, assignment, or subletting, shall be entitled to receive sixty percent (60%) of all consideration (the excess and/or differential of the rent payable to Landlord and rent, additional rent, and any other consideration paid by Sublessee or Assignee to Tenant) payable in connection therewith, including without limitation, any additional rent or other charges or any lump sum settlement. In connection with such transfer, Landlord reserves the right to make modifications to the other provisions of the Lease, including the cancellation of any options to extend the term of this Lease, as Landlord deems advisable.
Appears in 2 contracts
Sources: Commercial Lease (Finisar Corp), Sublease Agreement (Turnstone Systems Inc)
Assignment and Subletting. (a) Tenant shall not have the right to directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assign, transfersublet, mortgage or otherwise encumber all or any portion of its interest in this Lease or sublease in the Premises or permit anyone grant any license for any person other than Tenant or its employees to use or occupy the Premises or any portion thereof, part thereof without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld or conditioned. Any such attempted assignment, conditioned subletting, license, mortgage, other encumbrance or delayed by other use or occupancy without the consent of Landlord shall, at Landlord’s option, be null and void and of no effect. Except as expressly permitted under Section 15(dAny mortgage, or encumbrance of all or any portion of Tenant’s interest in this Lease or in the Premises and any grant of a license for any person other than Tenant or its employees to use or occupy the Premises or any part thereof shall be deemed to be an “assignment” of this Lease.
(b) below, no No assignment or transfer subletting shall relieve Tenant of its obligation to pay the Rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or the right of occupancy hereunder may to be effectuated a consent to any subletting or assignment. Consent by operation of law Landlord to one subletting or otherwise without the prior written assignment shall not be deemed to constitute a consent of Landlordto any other or subsequent attempted subletting or assignment. Any attempted assignment or transfer by If Tenant of this Lease or its interest herein or sublease of the Premises or desires at any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention time to assign or transfer this Lease or to sublease sublet the Premises or any portion thereof, along with reasonably sufficient it shall first notify Landlord of its desire to do so and shall submit in writing to Landlord all pertinent information about relating to the proposed assignee or transferee or sublessee sublessee, all pertinent information relating to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any proposed assignment or subletting shall not be construed as a waiver or release of Tenant from any sublease, and all liability for such financial information as Landlord may reasonably request concerning the performance of all covenants Tenant and obligations to be performed by Tenant under this Lease, nor shall the collection proposed assignee or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Leasesubtenant. Landlord’s consent to any Any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be expressly subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 2 contracts
Sources: Office Lease (SecureWorks Corp), Office Lease (SecureWorks Holding Corp)
Assignment and Subletting. (a) 14.1 Tenant shall will not have assign this Lease, or any interest therein, and will not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person to assignoccupy or use the Premises, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereof, without first requesting the prior written consent of Landlord, which consent shall in writing, not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no more than 120 but not less than 30 days before the effective date of such assignment or transfer sublease, and obtaining such consent in writing. Any request by Tenant for Landlord’s consent to a sublease or assignment must be accompanied by a copy of the proposed sublease or assignment agreement and reasonably detailed information and documentation, including current financial statements, regarding the proposed sublessee or assignee. Landlord agrees not to unreasonably withhold consent to any such assignment of this Lease or subletting of the right Premises (except for any extension or expansion options or any rights of occupancy hereunder first refusal or first offer for which consent may be effectuated by operation withheld in Landlord’s sole and absolute discretion), provided Tenant requests the same in writing and provided (i) at the time of law Tenant’s request for consent and also at the commencement of the proposed sublease or otherwise without assignment, Tenant is not in default under this Lease, (ii) Landlord, in its reasonable discretion, determines that the prior written consent proposed use of the Premises, and the reputation, business, and financial responsibility of the proposed assignee or sublessee, are satisfactory to Landlord. Any attempted ; (iii) Landlord reasonably determines that the proposed sublease or assignment would not violate the Entity Prohibition set forth below in this Paragraph 14.1, (iv) any assignee or transfer by Tenant sublessee expressly assumes all the obligations of this Lease on Tenant’s part to be performed, (v) such consent, if given, will not release Tenant of any of its obligations under this Lease, including without limitation, its obligation to pay rent, (vi) a consent to one assignment or subletting will not be deemed to be a consent to any subsequent assignment or subletting, (vii) the proposed assignee or sublessee is not a tenant in the Building, or the subtenant or assignee of any such tenant, (viii) the proposed assignee or sublessee is not a person or entity with whom Landlord or its interest herein agent is then negotiating or sublease to or from whom Landlord or its agent has given or received any written or oral proposal within the past 12 months regarding a lease of space in the Building, and (ix) the proposed sublessee or assignee is not a government entity. If (I) the Premises or any portion thereof in violation is located on a floor of this Section 15 shallwhich Citigroup Global Markets Inc. or its affiliates or their respective successors or assigns now or hereafter leases 25% or more of the rentable space, at Tenant will thereupon, and without notice, be prohibited from subleasing any such portion of the option of LandlordPremises, constitute an Event of Default under or assigning this Lease. Tenant agrees , to give Landlord at least twenty (20) days’ advance written notice any entity now or hereafter engaged primarily in the business of Tenant’s intention to assign securities brokerage or transfer this Lease investment banking; or to sublease II the Premises or any portion thereofthereof is located on the first floor of the Building, along with reasonably sufficient information about Tenant is prohibited from subleasing any such portion of the proposed assignee Premises, or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under assigning this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment entity now or subletting shall hereafter engaged primarily in the business of securities brokerage or investment banking, or a national bank (collectively, the “Entity Prohibition”); provided, however, that the foregoing prohibitions in this sentence will not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) aboveapply to a Permitted Affiliated Transfer (defined below). Landlord represents that, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities date of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment neither Citigroup Global Markets Inc. nor its affiliates or sublease shall not be construed to mean that Landlord has approved any plans their respective successors or specifications for renovations to the Premises intended by such assignee assigns leases 25% or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms more of the applicable loan documents) shall be required, when applicable, in rentable space on the same manner as and in addition to any consents by Landlord under 3rd floor of the terms of this Section 15Building. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice Green Mountain Analytics, LLC or its Permitted Affiliated Transferees (defined below) leases the entire Premises, and cure periodsprovided that no Event of Default then exists, Tenant shall have the rightmay, without the Landlord’s consent of Landlord but upon with prior written notice to Landlord, and license up to 50% of the rentable square feet of the Premises to Guarantor or its affiliates; provided, however, that such licensed premises will not be separately demised with a separate entrance from the common corridor (it being understood that if separately demised space is required, Tenant will proceed as set forth below in accordance with the other provisions paragraph pertaining to Permitted Affiliated Transfers). Such notice must include the same type of information as set forth in the first grammatical paragraph of this Section 15 Paragraph 15.1 as if Tenant were seeking Landlord’s consent. No permitted subtenant may assign or encumber its sublease or further sublease all or any portion of its subleased space, or otherwise permit the subleased space or any part of its subleased space to be used or occupied by others, without Landlord’s prior written consent were requiredin each instance. Tenant may not mortgage, to assign pledge or hypothecate its leasehold interest, and any attempted assignment, sublease or other transfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph 14 will be void. For purposes of this Paragraph 14, a transfer of the ownership interests controlling Tenant will be deemed an assignment of this Lease unless such ownership interests are publicly traded. However, on the condition that Tenant is not in default of any term, covenant or condition of this Lease, Tenant will have the right, with advance written notice to but without the consent of Landlord, to sublease the Premises, or sublet a portion thereof, or assign this Lease (each, a “Permitted Affiliated Transfer”), to the whole or part of the Premises to: following each, a “Permitted Affiliated Transferee”):
(a) (iA) any corporation or entity which controls Savvis in whole controls, is controlled by or in part; is under common control with Tenant, on the condition that (iiw) any corporation such sublease or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be assignment is for a legitimate good business purpose and not principally for purposes the purpose of avoiding Landlord’s consent rights, (x) the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar proposed use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management Premises and policies the reputation, business, and financial responsibility of such corporationthe proposed sublessee or assignee are consistent with the first-class nature of the Building, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, and (y) in the event case of any an assignment, subletting, or other transfer the assignee has a net worth reasonably sufficient to perform the obligations of the tenant under this Lease, Savvis shall remain liable for performance and compliance with ; or
(B) an entity into which Tenant is merged or consolidated or to an entity to which substantially all of Tenant’s assets or equity are transferred, provided that each of the termsfollowing conditions (I) and (II) is fulfilled:
(I) either
(1) both of the following conditions are satisfied:
(i) such merger, conditions consolidation or transfer of assets is for a good business purpose and provisions not principally for the purpose of this Leasetransferring Tenant’s leasehold estate; and
(ii) the proposed use of the Premises and the reputation and business of the proposed assignee or transferee are consistent with the first-class nature of the Building, or
(2) the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the transferee or resulting entity is Guarantor hereunder.or one or its wholly-owned subsidiaries; and
Appears in 2 contracts
Sources: Office Lease Agreement (Liquid Holdings Group LLC), Office Lease Agreement (Liquid Holdings Group LLC)
Assignment and Subletting. (a) Tenant shall not have the right Not to assign, transfer, mortgage assign or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises sublet all or any portion thereof, of the Premises without the prior written consent of Landlord, the Landlord which consent shall not be unreasonably withheld, conditioned withheld or delayed by Landlorddelayed. Except as expressly permitted under Section 15(d) below, no In the event Landlord consents to a subletting or assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises all or any portion thereof of the Premises, it shall be a condition of any such subletting or assignment that the sublessee or assignee agree in violation of this Section 15 shallwriting with Landlord to be bound by each and every term, at the option of Landlord, constitute an Event of Default under covenant and condition contained in this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required’s consent, to assign this LeaseLease to an entity controlling, controlled by or under common control with Tenant or to a corporation into which Tenant is merged or consolidated so long as, on the completion of such merger, consideration, acquisition or assumption, the successor has a net worth not less than the Tenant’s net worth, immediately prior to such merger, consolidation, acquisition or assumption. No assignment or subletting shall relieve the Tenant of its obligations hereunder. It shall be a condition to any assignment that the assignee shall agree to be bound by all obligations of the Tenant coming due after such assignment and that Landlord may rely on such agreement. If for any assignment or sublease consented to by Landlord hereunder Tenant receives rent or other consideration, either initially or over the Term of the assignment or sublease in excess of the rent called for hereunder, or sublet in case of sublease of part, in excess of such rent fairly allocable to the whole part, after appropriate adjustments to assure that all other payments called for hereunder are appropriately taken into account and after deduction for reasonable expenses of Tenant in connection with the assignment or part sublease, to pay to Landlord as additional rent fifty (50%) percent of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation excess of Savvis with another corporation or entity or that acquires substantially all each such payment of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, rent or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderconsideration received by Tenant promptly after its receipt.
Appears in 2 contracts
Sources: Lease Agreement (Corbus Pharmaceuticals Holdings, Inc.), Lease Agreement (Corbus Pharmaceuticals Holdings, Inc.)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, mortgage transfer or otherwise encumber this Lease or sublease any part hereof and shall not sublet, grant licenses or concessions, nor allow any other occupant to come in, with or under Tenant, nor shall Tenant permit anyone this Lease or the leasehold estate hereby created to use become vested in or occupy the Premises owned by any other person, firm or any portion thereof, corporation by operation of law or otherwise without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlorddelayed. Except as expressly permitted under Section 15(d) below, no Any such assignment or subletting shall only be approved under such conditions as Landlord may, in it sole discretion, determine. If Tenant is a corporation, then any type of transfer of this Lease or the right of occupancy hereunder may be effectuated assignment, whether by operation of law merger, consolidation, liquidation, or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises otherwise, or any portion thereof change in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees ownership or power to give Landlord at least twenty (20) days’ advance written notice vote a majority of Tenant’s intention to assign outstanding voting stock shall constitute a prohibited assignment for the purposes of this section, except for any such transfer where the person or transfer this Lease entity with the controlling interest in Tenant continues as the person or to sublease entity with controlling interest in the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent transferee. Acceptance of rent by Landlord to any assignment or subletting from anyone other than Tenant shall not be construed as a waiver or by Landlord of the actions prohibited by this Section, nor as a release of Tenant from any and all obligation or liability for the performance of all covenants and obligations to be performed by Tenant under this Lease. In the event Landlord consents to an assignment or sublet by Tenant, nor Tenant, and any guarantor of Tenant, shall the collection or acceptance of rent not be relieved from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. In lieu of giving any consent to a sublet or an assignment of all the Leased Premises, Landlord may, at Landlord’s consent option, elect to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to terminate this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arisingLease. In the case of a subleaseproposed subletting of a portion of the Leased Premises, (A) Landlord is notmay, and will not become, a party to such sublease, and (B) at Landlord’s consent option, elect to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability terminate the Lease with respect to that portion of Landlord to such sublesseethe Leased Premises being proposed for subletting. Landlord’s consent to any assignment or sublease does not affect the obligations The effective date of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or termination shall be assigned by Landlord to any Lender as additional security for such mortgage loan, 30 days after the consent proposed effective date of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lenderor subletting.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 2 contracts
Sources: Standard Service Center Lease Agreement (Quality Systems Inc), Standard Service Center Lease Agreement (Quality Systems Inc)
Assignment and Subletting. (a) Tenant CONSENT REQUIRED Subtenant shall not have the right to voluntarily or by operation of law or otherwise, assign, transfer, mortgage mortgage, sublet, or otherwise transfer or encumber this Lease or sublease or permit anyone to use or occupy the Premises all or any portion thereofpart of Subtenant's interest in this Sublease or in the Subleased Premises, without the prior written consent of LandlordOverlandlord if required by the ▇▇▇▇▇▇▇▇▇, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without and the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting Sublandlord which shall not be construed unreasonably withheld or delayed subject to any rights of recapture contained in the ▇▇▇▇▇▇▇▇▇ or this Sublease. Notwithstanding the foregoing, Sublandlord may condition its consent on, among other things, Subtenant constructing Demising Walls (as a waiver hereinafter defined) between the Overleased Premises and the Subleased Premises. In addition, Sublandlord and Subtenant agree that no sub-subtenant or release assignee of Tenant from any and all liability for the performance Subtenant shall be permitted access to or use of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities the "Shared Space and Equipment" described in Section 49 of this Sublease or obligations under entitled to receive any of the services described in Section 52 of this LeaseSublease. Landlord’s In addition, it shall not be deemed unreasonable if Sublandlord denies consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect sublet to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises entity which is a permitted use pursuant to Section 4 competitor of Sublandlord or any entity which is an affiliate or under common control of any entity which is a competitor of Sublandlord. Any attempted assignment, transfer, mortgage, encumbrance or subletting without such consent shall be void, and shall constitute a breach of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arisingSublease. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s No consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain deemed a consent to any proposed further or future assignment from or subletting. Any amounts payable by any permitted assignee pursuant to such Lender.
(d) Notwithstanding assignment, or by any permitted subtenant pursuant to such sublease, in excess of the foregoing, so long as Tenant is not in default Rent payable under this Lease beyond any applicable notice and cure periods, Tenant Sublease shall have be paid to the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderSublandlord.
Appears in 2 contracts
Sources: Sublease Agreement (Synavant Inc), Sublease Agreement (Ims Health Inc)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease may sublet or permit anyone to use or occupy the Premises or any portion part thereof (excluding the roof area or portions thereof) to be used or occupied by others, without only with the prior written consent of LandlordLandlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) belowdelayed, no assignment and any such sublease, or transfer of this Lease or the right of permission for occupancy hereunder may without such consent shall be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, voidable at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer If this Lease is assigned, or to sublease if the Premises or any portion thereofpart thereof is sublet or occupied by any party other than Tenant, along with reasonably sufficient information about Landlord may, after default by Tenant, collect rent from the proposed assignee assignee, subtenant or transferee occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or sublessee to enable collection shall be deemed a waiver by Landlord to make of Tenant's default, or the determination called for above.
(b) acceptance of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of the obligations on the part of Tenant set forth herein. The consent by Landlord to any an assignment or subletting shall not be construed as a waiver to relieve Tenant, the assignee or the subtenant from obtaining the express consent in writing of Landlord to any further assignment or subletting or to release of Tenant from any liability, whether past, present, or future, under this Lease or from any liability under this Lease because of Landlord's failure to give notice of default by Tenant (or by the assignee or subleases pursuant to the assumption agreement described below) under any of the terms, covenants, conditions, provisions or agreements or this Lease. A transfer of control of Tenant shall be deemed an assignment under this Lease and shall be subject to all liability of the provisions of this Article, including but not limited to the requirement of obtaining Landlords prior written consent, unless Tenant at the time of the proposed transfer is then a publicly held corporation. Notwithstanding the foregoing, no consent shall be required for an assignment or subletting by Tenant to any subsidiary of Tenant, its affiliate or related company. Furthermore, Tenant shall retain any profits, which result from an assignment or sublease. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its obligation to pay rent and to perform all its other obligations under this Lease unless otherwise agreed by the parties in writing. Moreover, Tenant shall indemnify and hold Landlord harmless for any acts or omissions by an assignee or subtenant. Each transferee, other than Landlord, shall assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent and for the due performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or Tenant's obligations under this Lease. Landlord’s consent No transfer shall be binding upon Landlord unless any document memorializing the transfer is delivered to any Landlord and, if the transfer is an assignment or subletting shall not be construed as relieving sublease, both the assignee/subtenant and Tenant from the obligation deliver to Landlord an executed document which contains: (i) a covenant of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound assumption by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such subleaseassignee/subtenant, and (Bii) Landlord’s consent an indemnification agreement by Tenant, both reasonably satisfactory in substance and form to such sublease does not create a contractual relationship between Landlord and such sublesseeconsistent with the requirements of this Article; provided that, nor does it create any liability the failure of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord assignee/subtenant or Tenant under this Lease, and Landlord’s consent to such assignment or sublease execute the instrument of assumption shall not be construed to mean that Landlord has approved release either from any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of obligation under this Lease. The foregoing acceptance by Landlord of any payment due under this Lease from any other person shall not be construed as limiting deemed to be a waiver by Landlord of any provision of this Lease or waiving Landlord’s right, under this Section 15, to be a consent to an assignment, any transfer, mortgage . Consent by Landlord to one or other encumbrance more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 2 contracts
Sources: Lease Agreement (Allegiant Travel CO), Lease Agreement (Allegiant Travel CO)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber assign this Lease or sublease or permit anyone to use or occupy sublet any portion of the Premises or any portion thereof, without the first obtaining Landlord's prior written consent of Landlordthereto, which consent shall not be unreasonably withheld, conditioned delayed or delayed by Landlordconditioned. Except as expressly permitted under Section 15(d) below, no Tenant's entering into an assignment or sublease shall not release Tenant from its obligations hereunder and no consent to an assignment or subletting shall be deemed to be a consent to any further subletting or assignment. In addition, Tenant shall not convey, mortgage, pledge, encumber or otherwise transfer of (collectively, "Pledge"), whether voluntarily or otherwise, this Lease or the right of occupancy hereunder may be effectuated by operation of law any interest in or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Any attempt by Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer Pledge this Lease or to sublease sublet the Premises or any portion thereof, along with reasonably sufficient information about in contravention of the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for aboveterms of this Lease shall constitute an event of default hereunder.
(b) If Landlord consents to an assignment of this Lease, each assignee hereunder shall assume and be deemed to have assumed this Lease and should be and remain liable jointly and separately with Tenant for all payments and for the due performance of the terms, covenants, conditions and provisions herein contained on Tenant's part to be observed. No assignment shall be binding upon Landlord, unless the Assignee shall deliver to Landlord an instrument containing a covenant of assumption by the assignee. The failure or refusal of an assignee to execute the same shall not release the assignee from its liability as set forth herein.
(c) Any consent by Landlord to any an assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of strict future compliance by Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of this Section 15(a) above18, as applicable, with respect nor shall it be deemed to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as release Tenant hereunder and Savvis Communications Corporation shall remain from the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound full performance by the terms and conditions of this Lease and assumes all Tenant of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a subleaseterms, (A) Landlord is notcovenants, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment provisions or sublease does not affect the obligations of Landlord or Tenant under conditions contained in this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required's consent, to assign this Leaseor sublease all or a portion of the Premises, or sublet the whole leasehold hereunder, to an Affiliate (or part a combination of Affiliates) or a Successor of Tenant. For purposes hereof, an "Affiliate" or "Successor" of Tenant is an entity controlling, under common control with or controlled by Tenant, including an entity resulting from a merger or consolidation by Tenant. Any such Affiliate of Successor of Tenant must expressly assume in writing a pro rata share of Tenant's obligations hereunder in the proportion that the number of square feet of rentable area of the Premises to: (a) (i) any corporation subleased or entity which controls Savvis in whole assigned to such Affiliate or in part; (ii) any corporation or entity resulting from Successor of Tenant bears to the merger or consolidation total number of Savvis with another corporation or entity or that acquires substantially all square feet of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, rentable area in the event Premises, without relieving Tenant of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor liability hereunder.
Appears in 2 contracts
Sources: Lease Agreement (Moro Corp), Lease Agreement (Moro Corp)
Assignment and Subletting. (a) Tenant 14.01 Lessee shall not have the right to voluntarily or by operation of law assign, transfer, mortgage mortgage, sublet, pledge, hypothecate or otherwise encumber all or any part of Lessee's interest in this Lease or sublease in the Demised Premises or permit anyone any part thereof, without Lessor's prior written consent and any attempt to use do so without such consent being first had and obtained shall be wholly void and shall constitute a breach of this Lease. If Lessee is a corporation, or occupy partnership any transfer of a controlling ownership interest in the stock of Lessee shall constitute an assignment hereunder.
14.02 If Lessee complies with the following conditions, Lessor shall not unreasonably withhold Lessor's consent to the assignment of this Lease or the subletting of the Demised Premises or any portion thereof, without the prior written consent of Landlord, which consent . Lessee shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(dsubmit in writing to Lessor:
(a) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease The name and legal composition of the Premises proposed Assignee or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.Sublessee;
(b) The terms and provisions of the proposed Assignment or Sublease; and
(c) Such financial information as Lessor may reasonably request concerning the proposed Assignee or Sublessee.
14.03 No consent by Landlord Lessor to any assignment or subletting by Lessee shall relieve Lessee of any obligation to be performed by Lessee under this Lease, whether occurring before or after such consent, assignment or subletting. The consent by Lessor to any assignment or subletting shall not be construed as a waiver or release of Tenant relieve Lessee from any and all liability for the performance of all covenants and obligations obligation to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s obtain Lessor's express written consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent other assignment or subletting. Any such sublease or assignment The acceptance of rent by Lessor from any other person shall not be subject and subordinate deemed to this Lease in all respects, and to be a waiver by Lessor of any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 provisions of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of or to be a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment assignment, subletting or sublease does not affect the obligations of Landlord other transfer. Consent to one assignment, subletting or Tenant under this Lease, and Landlord’s consent to such assignment or sublease other transfer shall not be construed deemed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain constitute consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any subsequent assignment, subletting, subletting or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereundertransfer.
Appears in 2 contracts
Sources: Lease Agreement (Catapult Communications Corp), Lease Agreement (Catapult Communications Corp)
Assignment and Subletting. (a) Tenant 18.1 During the Term, Lessee shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereofnot, without the prior written consent of LandlordLessor, which consent shall not may be unreasonably withheldwithheld in the sole discretion of Lessor, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of assign this Lease or in any manner whatsoever sublet, assign, sell, pledge, encumber or transfer all or any part of the right Leased Property or any interest in the Leased Property or enter into any management or other similar agreement pursuant to which a party shall undertake responsibility for the management and operation of occupancy hereunder may be effectuated the Leased Property or any portion thereof. Further, Lessee shall not cause or permit any sale, transfer, pledge, assignment or encumbrance of any direct or indirect ownership interest or voting rights in Lessee whether voluntarily, involuntarily, by operation of law or otherwise, and any such act or occurrence shall be deemed to be an assignment of this Lease, and shall require Lessor’s prior written consent which may be withheld in Lessor’s sole discretion. Any violation or breach or attempted violation or breach of the provisions of this Article by Lessee, or any acts inconsistent herewith shall vest no right, title or interest herein or hereunder or in the Leased Property, in any such transferee or assignee, and any such violation, breach or attempted violation or breach shall constitute an Event of Default hereunder permitting Lessor to terminate this Lease or to exercise any of its other remedies in accordance with the provisions of Article 21 herein without any right of Lessee to cure the same. Lessor’s consent to any of the foregoing shall not release Lessee from, or otherwise affect, Lessee’s obligations and liabilities under this Lease. Notwithstanding the foregoing, Lessor hereby consents to a sublease the Facilities to Sublessees pursuant to the subleases listed on Schedule 18.1 attached hereto and made a part hereof; provided however, Lessee shall not amend, modify, terminate or assign any such subleases nor cause or permit any sale, transfer, pledge, assignment or encumbrance of any direct or indirect ownership interest or voting rights in any such Sublessee without the prior written consent of LandlordLessor, which may be withheld in Lessor’s sole and absolute discretion. Any attempted assignment or transfer The approval by Tenant Lessor of such sublease shall not relieve Lessee’s compliance with the terms and provisions of this Lease or its interest herein nor shall said approval be considered a waiver of Lessee’s obligation to obtain Lessor’s prior written consent to any further assignment or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed Leased Property as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwiseArticle. Notwithstanding the foregoing, in the event of Lessor’s consent shall not be unreasonably withheld to any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the termsownership interests in Lessee to employees of Lessee, conditions provided, however, that the majority of ownership interests in Lessee shall be retained by R▇▇▇ ▇▇▇▇▇ and provisions S▇▇▇▇▇ Bench such that the Lessee is under the sole and exclusive control of this Lease, the Guaranty shall remain in full force R▇▇▇ ▇▇▇▇▇ and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderShayne Bench.
Appears in 2 contracts
Sources: Master Lease (Assisted 4 Living, Inc.), Master Lease (Assisted 4 Living, Inc.)
Assignment and Subletting. (a) Tenant shall not have the right A. Not to assign, transfer, mortgage or otherwise encumber pledge this Lease or to sublease (which term shall be deemed to include the granting of concessions and licenses and the like) all or permit anyone to use or occupy any part of the Premises or permit this Lease or the leasehold estate hereby created or any portion thereofother rights arising under this Lease to be assigned, transferred, pledged or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the occupancy of the Premises by anyone other than Tenant without the prior written consent of Landlord, which or as otherwise permitted hereunder for Permitted Transfers without Landlord’s consent. In the event Tenant desires to assign this Lease or sublet any portion or all of the Premises other than to a Permitted Transferee, Tenant shall notify Landlord in writing of Tenant’s intent to so assign this Lease or sublet the Premises and the proposed effective date of such subletting or assignment, and shall request in such notification that Landlord consent thereto. Except with respect to Permitted Transfers, Landlord may terminate this Lease in the case of a proposed assignment, or suspend this Lease pro tanto for the period and with respect to the space involved in the case of a proposed subletting, by giving written notice of termination or suspension to Tenant, with such termination or suspension to be effective as of the effective date of such assignment or subletting. If Landlord does not so terminate or suspend, Landlord’s consent shall not be unreasonably withheld, delayed or conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no to an assignment or transfer of this Lease to a subletting, provided that the following conditions are met:
(i) the assignee or subtenant shall use the right of occupancy hereunder may Premises only for the Permitted Uses;
(ii) the Premises shall not be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or subject to more than one (1) sublease at any time, it being understood that multiple sublets of the Premises are not permitted;
(iii) the proposed assignee or any portion thereof subtenant has a net worth and creditworthiness reasonably acceptable to Landlord;
(iv) the amount of the aggregate rent to be paid by the proposed subtenant is not less than the then current sublease market rate for the Premises; and
(v) the proposed assignee or subtenant is not then a tenant in violation the Building or the Park, or an entity with which Landlord is dealing or has dealt within the preceding six months regarding the possibility of this Section 15 shallleasing space in the Building or the Park, at and Landlord actually has (or reasonably expects to have) available reasonably comparable space in the option of Landlord, constitute an Event of Default under Park.
(vi) the proposed assignee or subtenant provides a representation and warranty regarding the Patriot Act provisions set forth in this Lease. Tenant agrees shall furnish Landlord with any information reasonably requested by Landlord to give enable Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign determine whether the proposed assignment or transfer this Lease or subletting complies with the foregoing requirements, including without limitation, financial statements relating to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord subtenant. With respect to any assignment or subletting during the Original Term of this Lease other than to a Permitted Transferee, such assignment shall not include the right granted to Tenant under Section 2.3 to extend the Term, and such sublease shall be for a term expiring no later than the Expiration Date.
B. Tenant shall, as Additional Rent, reimburse Landlord promptly for Landlord’s reasonable out-of-pocket legal expenses incurred in connection with any request by Tenant for such consent. If Landlord consents thereto, no such subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the obligation to obtain the Landlord’s written approval in the case of any other subletting or assignment.
C. Except for Permitted Transfers, if for any assignment or sublease consented to by Landlord hereunder Tenant receives rent or other consideration, either initially or over the term of the assignment or sublease, in excess of the rent called for hereunder, or in case of sublease of part, in excess of such rent fairly allocable to the part, after appropriate adjustments to assure that all other payments called for hereunder are appropriately taken into account and after deduction for reasonable marketing, legal and brokerage expenses of Tenant in connection with the assignment or sublease, to pay to Landlord as additional rent fifty (50%) percent of the excess of each such payment of rent or other consideration received by Tenant promptly after its receipt.
D. If at any time during the term of this Lease, there is a name change, Tenant shall so notify Landlord and deliver evidence reasonably satisfactory to Landlord documenting such name change. If, at any time during the Term of this Lease, there is a transfer of a Controlling Interest (as defined below) in the shares or stock of Tenant which are not publicly traded upon a stock exchange, or the membership or general partnership or other ownership interests of Tenant (any of the foregoing, an “Equity Sale”), or a restructuring or reorganization of the Tenant entity, including any spin-off, Tenant shall so notify Landlord and (whether or not Tenant so notifies Landlord) such Equity Sale, restructuring or reorganization shall be deemed an assignment of this Lease requiring Landlord’s consent as provided in this Section 6.2.1; provided however, Landlord’s consent shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, required with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respectsEquity Sale, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and Equity Sale will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to deemed an assignment, transferif Tenant delivers to Landlord proof reasonably satisfactory to Landlord at least ten (10) days prior to the effective date of any such transaction (except to the extent prohibited by applicable securities laws or regulations, mortgage or other encumbrance of this Lease.
(c) If this Lease is or in which case notice shall be assigned by Landlord to any Lender given as additional security for soon as permissible under such mortgage loan, the consent of laws or regulations) that Tenant’s net worth immediately after such Lender (if required by the terms of the applicable loan documents) shall Equity Sale will be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15no less than Tenant’s net worth immediately before such Equity Sale. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “controlControlling Interest” shall mean having ownership of fifty percent (50%) or more of the outstanding voting stock of a corporation or other majority equity and control interest if not a corporation and the possession of power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, corporation or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderentity.
Appears in 2 contracts
Sources: Office Lease (Avedro Inc), Office Lease (Avedro Inc)
Assignment and Subletting. (a) The Tenant shall agrees not have the right to assign, transfer, or mortgage this lease or otherwise encumber this Lease any right or sublease interest therein, or permit anyone to use or occupy sublet the Leased Premises or any portion part thereof, without the prior written consent of Landlord. No assignment or subletting made with the consent of Landlord shall relieve Tenant of its obligations hereunder, which consent and Tenant shall continue to be liable as a principal (and not be unreasonably withheld, conditioned as a guarantor or delayed by Landlord. Except surety to the same extent as expressly permitted under Section 15(d) below, though no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlordsublease had been made. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent Consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that be consent to any additional assignment or subletting. Each such successive act shall require similar consent of Landlord. Landlord has approved shall be reimbursed by Tenant for any plans costs or specifications expenses incurred as a result of Tenant's request for renovations consent to the Premises intended by such assignee or sublessee and that any such work to assignment or subletting. In the Premises must be conducted in accordance with event Tenant subleases the terms of this Lease. The foregoing shall not be construed as limiting Leased Premises, or waiving Landlord’s rightany portion thereof, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If assigns this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, with the consent of the Landlord at an annual Base Rental exceeding that stated herein, such Lender excess shall be paid by Tenant to Landlord as additional rental hereunder within ten (10) days after receipt by Tenant. Upon the occurrence of an "event of default" as defined below, if required by the terms all or any part of the applicable loan documents) shall be requiredLeased Premises are then assigned or sublet, when applicableLandlord may, in the same manner as and in addition to any consents other remedies provided by this lease or provided by law, collect directly from the assignee or subtenant all rents due to Tenant. Landlord shall have a security interest in all properties on the Leased Premises to secure payment of such sums. Any collection directly by Landlord under from the terms assignee or subtenant shall not be construed, however, to constitute a novation or a release of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment Tenant from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default further performance of its obligations under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwiselease. Notwithstanding the foregoing, in it is expressly agreed that if this Lease is assigned to any person or entity pursuant to the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all provisions of the termsBankruptcy Code, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.11 U.S.
Appears in 2 contracts
Sources: Commercial Lease Agreement (Avanex Corp), Commercial Lease Agreement (Avanex Corp)
Assignment and Subletting. (a) Tenant shall not have the right to directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assign, transfersublet, mortgage or otherwise encumber all or any portion of its interest in this Lease or sublease in the Premises or permit anyone grant any license for any person other than Tenant or its employees to use or occupy the Premises or any portion thereof, part thereof without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld as hereafter provided and shall be granted or denied within a reasonable period of time, conditioned or delayed but no later than twenty-one (21) days after Landlord’s receipt of such written request and all information reasonably requested by Landlord. Except Any such attempted assignment, subletting, license, mortgage, other encumbrance or other use or occupancy without the consent of Landlord shall, at Landlord’s option, be null and void and of no effect. Any mortgage, or encumbrance of all or any portion of Tenant’s Interest in this Lease or in the Premises and any grant of a license for any person other than Tenant or its employees to use or occupy the Premises or any part thereof shall be deemed to be an “assignment” of this Lease. In addition, as expressly permitted used in this Paragraph 11, the term “Tenant” shall also mean any entity that has guaranteed Tenant’s obligations under Section 15(dthis Lease, and the restrictions applicable to Tenant contained herein shall also be applicable to such guarantor.
(b) below, no No assignment or transfer subletting shall relieve Tenant of its obligation to pay the Rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or the right of occupancy hereunder may to be effectuated a consent to any subletting or assignment. Consent by operation of law Landlord to one subletting or otherwise without the prior written assignment shall not be deemed to constitute a consent of Landlordto pay other or subsequent attempted subletting or assignment. Any attempted assignment or transfer by If Tenant of this Lease or its interest herein or sublease of the Premises or desires at any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention time to assign or transfer this Lease or to sublease sublet the Premises or any portion thereof, along with reasonably sufficient it shall first notify Landlord of its desire to do so and shall submit in writing to Landlord all pertinent information about relating to the proposed assignee or transferee or sublessee sublessee, all pertinent information relating to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any proposed assignment or subletting shall not be construed sublease (as opposed to a waiver or release sale of Tenant from any Tenant), and all liability for such financial information as Landlord may reasonably request concerning the performance of all covenants Tenant and obligations to be performed by Tenant under this Lease, nor shall the collection proposed assignee or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Leasesubtenant. Landlord’s consent to any Any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be expressly subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If At any time within ten (10) business days after Landlord’s receipt of the information specified in subparagraph (b) above, Landlord may by written notice to Tenant elect to terminate this Lease is or shall be assigned by Landlord as to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms portion of the applicable loan documents) shall Premises so proposed to be requiredsubleased or assigned (which may include all of the Premises), when applicable, with a proportionate abatement in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such LenderRent payable hereunder.
(d) Tenant acknowledges that it shall be reasonable for Landlord to withhold its consent to a proposed assignment or sublease in any of the following instances:
(i) The assignee or sublessee is not, in Landlord’s reasonable opinion, sufficiently creditworthy to perform the obligations such assignee or sublessee will have under this Lease;
(ii) The intended use of the Premises by the assignee or sublessee is not for the permitted use;
(iii) Intentionally deleted.
(iv) Occupancy of the Premises by the assignee or sublessee would, in the good faith judgment of Landlord, violate any agreement binding upon Landlord, the Building or the Project with regard to the identity of tenants, usage in the Building, or similar matters;
(v) The assignee or sublessee (or any affiliate of the assignee or sublessee) is then negotiating with Landlord or has negotiated with Landlord within the previous three (3) months as evidenced by an exchange of proposals, or is a current tenant or subtenant within the Building or Project if Landlord has space in the Building or Project of a similar size and length of term;
(vi) The identity or business reputation of the assignee or sublessee would be reasonably objectionable as tenants to landlords of Comparable Buildings;
(vii) the proposed sublease would result in more than two subleases of portions of the Premises being in effect at any one time during the Lease Term; or
(viii) In the case of a sublease, the subtenant has not acknowledged that the Lease controls over any inconsistent provision in the sublease. The foregoing criteria shall not exclude any other reasonable basis for Landlord to refuse its consent to such assignment or sublease. Notwithstanding any contrary provision of this Lease, if Tenant or any proposed assignee or sublessee claims that Landlord has unreasonably withheld its consent to a proposed assignment or sublease or otherwise has breached its obligations under this Paragraph 11, their sole remedy shall be to seek a declaratory judgment, monetary damages and/or injunctive relief, and, with respect thereto, Tenant, on behalf of itself and, to the foregoingextent permitted by law, so long such proposed assignee/sublessee, hereby waives all other remedies against Landlord, including, without limitation, the right to terminate this Lease.
(e) Except as provided in Paragraph 11(1) below, if any Tenant is a corporation, partnership or other entity that is not publicly traded on a recognized national stock exchange, any transaction or series of related or unrelated transactions (including, without limitation, any dissolution, merger, consolidation or other reorganization, any withdrawal or admission of a partner or change in default under a partner’s interest, or any issuance, sale, gift, transfer or redemption of any capital stock of or ownership interest in such entity, whether voluntary, involuntary or by operation of law, or any combination of any of the foregoing transactions) resulting in the transfer of control of such Tenant, shall be deemed to be an assignment of this Lease beyond any applicable notice and cure periods, Tenant shall have subject to the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 11. The term “control” as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean 11(e) means the power to directly or indirectly direct or cause the direction of the day to day management and or policies of such Tenant. Any transfer of control of a subtenant which is a corporation or other entity shall be deemed an assignment of any sublease. Notwithstanding anything to the contrary in this Section 11(e), if the original Tenant under this Lease is a corporation, whether through the partnership or other entity, a change or series of changes in ownership of voting securitiesstock or other ownership interests which would result in direct or indirect change in ownership of less than fifty percent (50%) of the outstanding stock of or other ownership interests in such Tenant as of the date of the execution and delivery of this Lease shall not be considered a change of control.
(f) Notwithstanding any assignment or subletting, by contract, by interlocking boards Tenant and any guarantor or surety of directors, Tenant’s obligations under this Lease shall at all times during the Initial Term and any subsequent renewals or otherwiseextensions remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant’s other obligations under this Lease. Notwithstanding the foregoing, in In the event that the Rent due and payable by a sublessee or assignee (or a combination of any the rental payable under such sublease or assignment, subletting, plus any bonus or other transfer consideration therefor or incident thereto but excluding consideration in connection with the sale of Tenant) exceeds the Rent payable under this Lease, Savvis then Tenant shall remain liable for performance be bound and compliance obligated to pay Landlord, as additional rent hereunder, one-half of all such excess Rent and other excess consideration within thirty (30) days following receipt thereof by Tenant. “Transfer Premium” shall mean all rent, additional rent or other consideration payable (in lieu or in addition to rent) by such transferee in connection with the transfer (as opposed to the sale of Tenant’s business) in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the transfer on a per rentable square foot basis if less than all of the termsPremises is transferred, conditions after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and provisions improvements to the Premises in connection with the transfer, (ii) any free rent reasonably provided to the transferee, (iii) any brokerage commissions in connection with the transfer, (iv) any key money, bonus money or other cash consideration paid by Tenant to transferee for furniture, fixtures, equipment and/or similar items; (v) any attorney fees incurred by Tenant in connection with such transfer (including attorneys’ fees paid to Landlord); (vi) any improvement allowance or other economic concessions (space planning allowance, moving expenses, etc.) paid by Tenant to transferee in connection with such transfer; and (vii) out-of-pocket marketing costs in connection with the transfer (collectively, “Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by transferee to Tenant in connection with such transfer (as opposed to the sale of this LeaseTenant’s business), and any payment in excess of fair market value for services rendered by Tenant to transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to transferee in connection with such transfer. Notwithstanding anything contained herein to the contrary, under no circumstances shall Landlord be paid any Transfer Premium until Tenant has recovered all Subleasing Costs for such subject space, it being understood that if in any year the gross revenues, less the deductions set forth and included in Subleasing Costs, are less than any and all costs actually paid in assigning or subletting the affected space (collectively, “Transaction Costs”), the Guaranty amount of the excess Transaction Costs shall remain in full force be carried over to the next year and effect, and Savvis Communications Corporation shall remain then deducted from net revenues with the Guarantor hereunderprocedure repeated until a Transfer Premium is achieved.
Appears in 2 contracts
Sources: Office Lease (Sienna Biopharmaceuticals, Inc.), Office Lease (Sienna Biopharmaceuticals, Inc.)
Assignment and Subletting. (a) Tenant shall not have the right to assignsublet, transfer, mortgage assign or otherwise transfer or encumber this Lease or sublease or permit anyone to use or occupy the Premises Lease, or any portion thereofinterest therein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlorddelayed. Any attempted assignment or assignment, subletting, transfer of encumbrance by Tenant in violation of the terms and covenants of this paragraph shall be void. Any assignee, sublessee or transferee of Tenant's interest in this Lease (all such assignees, sublessees and transferees being hereinafter referred to as "Transferees"), by assuming Tenant's obligations hereunder, shall assume liability to Landlord for all amounts paid to persons other than Landlord by such Transferees to which Landlord is entitled or otherwise in contravention of this Paragraph 15. No assignment, subletting or other transfer, whether or not consented to by Landlord or permitted hereunder, shall relieve Tenant of its interest herein or sublease liability under this Lease. If an Event of Default occurs while the Premises or any portion part thereof in violation of this Section 15 shallare assigned or sublet, at the option of then Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord in addition to any assignment other remedies herein provided or subletting provided by law, may collect directly from such Transferee all rents payable to the Tenant and apply such rent against any sums due Landlord hereunder. No such collection shall not be construed as to constitute a waiver novation or a release of Tenant from any and all liability for the further performance of all covenants and Tenant's obligations hereunder. If Landlord consents to be performed any subletting or assignment by Tenant as hereinabove provided and any category of rent subsequently received by Tenant under any such sublease is in excess of the same category of rent payable under this Lease, nor shall or any additional consideration is paid to Tenant by the collection assignee under any such assignment, then Landlord may, at its option, declare such excess rents under any sublease or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to such additional consideration for any assignment or subletting shall not to be construed due and payable by Tenant to Landlord as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor additional rent hereunder. Any such assignee or sublessee The following shall conduct a business in the Premises which is a permitted use pursuant to Section 4 additionally constitute an assignment of this Lease and, in by Tenant for the case of an assignment such assignee is bound by the terms and conditions purposes of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section Paragraph 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) if Tenant is a corporation, any corporation merger, consolidation, dissolution or entity which controls Savvis liquidation, or any change in whole ownership or in partpower to vote of thirty percent (30%) or more of Tenant's outstanding voting stock; (ii) if Tenant is a partnership, joint venture or other entity, any corporation liquidation, dissolution or entity resulting from the merger transfer of ownership of any interests totaling thirty percent (30%) or consolidation of Savvis with another corporation or entity or that acquires substantially all more of the assets of Savvistotal interests in such entity; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”)the sale, provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporationtransfer, whether through the ownership of voting securitiesexchange, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, liquidation or other transfer under distribution of more than thirty percent (30%) of Tenant's assets, other than this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.; or
Appears in 2 contracts
Sources: Standard Industrial Lease Agreement (Advanced Energy Industries Inc), Standard Industrial Lease Agreement (Advanced Energy Industries Inc)
Assignment and Subletting. (a) Except as permitted herein, Tenant shall not have the right to directly or indirectly, voluntarily or by operation of law, sell, assign, transferencumber, mortgage pledge or otherwise encumber transfer or hypothecate all or any portion of its interest or rights with respect to the Premises or Tenant’s leasehold estate hereunder (collectively, “Assignment”), or permit all or any portion of the Premises to be occupied by anyone other than Tenant or sublet all or any portion of the Premises or transfer a portion of its interest in or rights with respect to Tenant’s leasehold estate hereunder (collectively, “Sublease”) or any portion thereof without Landlord’s prior written consent in each instance, which consent may not be unreasonably withheld, conditioned or delayed.
(b) If Tenant desires at any time to enter into an Assignment of this Lease or sublease or permit anyone to use or occupy a Sublease of the Premises or any portion thereof, without the prior it shall first give written consent notice to Landlord of Landlordits desire to do so, which consent notice shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(dcontain (a) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease name of the Premises proposed assignee, subtenant or occupant, (b) the terms and provisions of the proposed Assignment or Sublease, and (c) such financial information or other information as Landlord may reasonably request concerning the proposed assignee and/or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Leaseproposed guarantor. Tenant agrees shall also pay within ten (10) business days following receipt of written invoice stating Landlord’s reasonable third party fees and expenses in connection with the review and approval of such proposed action, not to give exceed $500 per request. Landlord at least twenty shall provide consent or denial of consent within thirty (2030) days’ advance written notice days following its receipt of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for aboverequest.
(bc) The No consent by Landlord to any assignment Sublease or subletting Assignment by Tenant shall not be construed as a waiver or release relieve Tenant of Tenant from any and all liability for the performance of all covenants and obligations obligation to be performed by Tenant under this Lease, nor shall whether arising before or after the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this LeaseSublease. Landlord’s The consent by Landlord to any assignment Sublease or subletting Assignment shall not be construed as relieving relieve Tenant from the obligation to obtain Landlord’s express written consent to any other Sublease or Assignment. Any Assignment or Sublease that is not in compliance with this Section shall be void and Tenant shall be in default under the terms of complying with the provisions of Section 15(aLease.
(d) aboveEach assignee, other than Landlord, shall assume, as applicableprovided in this Section 9(d), with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as obligations of Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of under this Lease and shall be and remain liable for the payment of Rent and Additional Charges, and for the performance of all the terms, covenants, conditions and agreements herein contained on Tenant’s part to be performed for the Term. No Assignment shall be binding on Landlord unless the assignee or Tenant shall deliver to Landlord a counterpart of the Assignment and an instrument in recordable form that contains a covenant of assumption by the assignee satisfactory in substance and form to Landlord, consistent with the requirements of this Section 9(d), but the failure or refusal of the assignee to execute such instrument of assumption shall not release or discharge the assignee from its liability as set forth above.
(e) Notwithstanding anything herein to the contrary and subject to compliance with Section 9(f) herein, without Landlord’s prior written consent, Tenant shall have the right to (i) sublease all or a portion of the Premises to a successor entity or to any affiliate (within the meaning of such term as set forth in Rule 501 of Regulation D under the Federal Securities Act of 1933) of Tenant, provided that such successor entity or affiliate assumes in writing all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, under this Lease; and (Bii) Landlord’s consent assign this Lease to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent successor entity or to any assignment affiliate of Tenant, provided that such successor entity or sublease does not affect affiliate assumes in writing all of the obligations and liabilities of Landlord or Tenant under this Lease, Lease and Landlord’s consent the successor entity has a net worth greater than or equal to the net worth of Tenant as of the Lease Effective Date. Tenant shall give Landlord written notice of such assignment or sublease subleasing as soon as practicable and shall not be construed to provide any required evidence of net worth. A “successor entity” of Tenant shall mean that Landlord has approved any plans a business entity into or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or which Tenant shall be assigned by Landlord to any Lender as additional security for such mortgage loanmerged, reorganized or consolidated or the consent purchaser of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; Tenant for the purpose of maintaining the core business of Tenant.
(f) Any Sublease or Assignment by Tenant must comply with the terms of this Lease and all applicable restrictions and covenants affecting the Building and the Premises.
(iiig) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, Tenant agrees that in the event the rental rate for a sublease permitted hereunder is greater than that which Tenant is obligated to pay hereunder, Tenant shall remit to Landlord, as Additional Charges, fifty percent (50%) of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereundersuch excess each month.
Appears in 2 contracts
Assignment and Subletting. (a) A. Tenant shall will not have the right to assign, transfer, mortgage mortgage, or otherwise encumber this Lease or sublease sublet or rent (or permit anyone to occupancy or use or occupy of) the Premises Demised Premises, or any portion part thereof, without obtaining the prior written consent of Landlord, which shall not be unreasonably withheld, nor shall any assignment or transfer of this Lease be effectuated by operation of law or otherwise, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed . It is acknowledged and agreed by Landlord. Except as expressly permitted under Section 15(d) below, the parties that Tenant’s allowing clients to come in to use Tenant’s facility at the Demised Premises on a temporary basis but with no possessory rights shall not be considered an assignment or transfer subletting. Landlord may require Tenant to obtain and submit current financial statements of this Lease any proposed subtenant or assignee prior to granting its consent. In the right event of occupancy hereunder may be effectuated an assignment, Tenant shall pay to Landlord a fee to cover accounting costs, plus any legal fees incurred by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease Landlord as a result of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Leaseassignment. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from the terms of any and all liability for the performance of all covenants and obligations to be performed by Tenant covenant or obligation under this Lease, nor shall the collection or acceptance of rent from any such assignee, transferee subtenant, or subtenant occupant constitute a waiver or release of Tenant from of any of its liabilities covenant or obligations under obligation contained in this Lease. Landlord’s consent to , nor shall any such assignment or subletting shall not be construed as relieving to relieve Tenant from obtaining the obligation written consent of complying with the provisions of Section 15(a) above, as applicable, with respect Landlord to any subsequent further assignment or subletting. Any In the event that Tenant defaults hereunder, Tenant hereby assigns to Landlord the rent due from any subtenant and hereby authorizes each such sublease or assignment shall be subject and subordinate subtenant to this Lease in all respects, and pay said rent directly to any amendments, modifications, renewals, extensions or expansions hereofLandlord. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain Landlord may require an additional security deposit from the Guarantor hereunder. Any such assignee or sublessee shall conduct subtenant as a business in the Premises which is a permitted use pursuant to Section 4 condition of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to its consent.
B. Upon any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, all termination rights, extension/renewal options, rights of refusal, rights of first notice, expansion rights and any other option rights shall terminate and be of no further force or effect. Further, Tenant shall not have the Guaranty right to exercise any such termination rights, extension/renewal options, rights of refusal, rights of first notice, expansion rights or any other option rights unless Tenant shall remain be in full force occupancy of the Demised Premises at the time of exercise.
C. If any sublease, assignment or other transfer (whether by operation of law or otherwise and effectwhether consented to or not) provides that the subtenant, assignee or other transferee is to pay any amount in excess of the rent and other charges due under this Lease (except rent or other payments received that are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the Premises by Tenant for the subtenant or assignee, and Savvis Communications Corporation other reasonable expenses incident to the subletting or assignment, including standard leasing commissions), then whether such excess is in the form of an increased monthly or annual rent, a lump sum payment, payment for the sale, transfer or lease of Tenant’s fixtures, leasehold improvements, furniture and other personal property, or any other form (and if the subleased or assigned space does not constitute the entire Premises, the existence of such excess shall remain be determined on a pro rata basis), then Tenant shall pay to Landlord fifty percent (50%) of any such excess as additional rent no later than ten (10) days after Tenant’s receipt thereof. Tenant expressly waives any right that it might have to retain such fifty percent (50%) of the Guarantor hereunderexcess pursuant to the provisions of section 365(f) of the Bankruptcy Code. Landlord shall have the right to inspect and audit Tenant’s books and records relating to any sublease, assignment or other transfer. Any sublease, assignment or other transfer shall be effected on a form approved by Landlord.
Appears in 2 contracts
Sources: Lease (Global Defense Technology & Systems, Inc.), Lease (Global Defense Technology & Systems, Inc.)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, assign or mortgage or otherwise encumber this Lease or sublease sublet all or permit anyone any portion of the Premises without Landlord’s prior written consent, in each instance, which such consent will be granted in Landlord’s reasonable discretion, Any request for Landlord’s written consent shall be accompanied by a copy of the proposed assignment or sublease, which must be in a form acceptable to use Landlord. No assignment, mortgaging, or occupy subletting, if consented to by Landlord, shall relieve Tenant of its liability under this Lease. Tenant shall pay to Landlord, in consideration of Landlord’s written consent to the assignment or sublease, all rent and other consideration received by Tenant from any such assignee or subtenant which is in excess of the rental obligation required under the terms of this Lease for the Premises or any portion thereof, without thereof for which the consent of Landlord is requested. Consent by Landlord to an assignment or sublease shall not operate as a waiver of the necessity of Tenant to obtain the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment subsequent assignment, mortgaging or subletting and the terms of any such consent shall not be construed as a waiver or release of Tenant from any and all liability for binding upon the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee mortgagee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Leasesubtenant. Notwithstanding the above, Tenant, without Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean provided that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default in the performance of its obligation under this Lease beyond after any applicable notice and cure periods), may cause an assignment or subletting (each, a “Transfer”) to an Affiliate of Tenant shall have the right, without the consent of if Tenant (a) notifies Landlord but upon at lease thirty (30) days prior written notice to such Transfer; (b) delivers to Landlord, at the time of Tenant’s notice, current financial statements of Tenant and the Affiliate that are reasonably acceptable to Landlord; and (c) the Affiliate assumes and agrees in accordance with the other provisions a writing delivered to and reasonably acceptable to Landlord to perform Tenant’s obligations under this Lease arising after such Transfer and to observe all terms and conditions of this Lease. For purposes of this Section 15 as if consent were required11, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) term “Affiliate” means any corporation persons or entity which controls Savvis in whole that, directly or in part; (ii) any corporation indirectly, controls, is controlled by or entity resulting from the merger or consolidation of Savvis is under common control with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for Tenant. For purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; definition, “control” shall mean means possessing the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the entity by the ownership of a majority of the voting securities, by contract, by interlocking boards interests of directors, the entity. A sale or otherwise. Notwithstanding the foregoing, in the event transfer of any stock shall not constitute an assignment, subletting, subletting or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderas provided herein.
Appears in 2 contracts
Sources: Production Space Lease (Smith Electric Vehicles Corp.), Production Space Lease (Smith Electric Vehicles Corp.)
Assignment and Subletting. (a) Except as otherwise expressly provided below, Tenant shall not have sublet the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Leased Premises or any portion thereofpart thereof or transfer possession or occupancy thereof to any person, firm or entity or transfer or assign all or any part of this lease, nor shall any assignment or subletting hereof be affected by operation of law or otherwise without the Landlord’s prior written consent of Landlordconsent, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or If Tenant desires to sublet the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Leased Premises or if Tenant desires to transfer or assign any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default its rights under this Lease. lease, Tenant agrees shall give to give the Landlord at least twenty (20) days’ advance 30 days written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or sublettingdo so. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 provision of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations lease to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periodscontrary notwithstanding, Tenant shall have the right, without the consent of Landlord but at any time and from time to time upon 15 days prior written notice to Landlord but without Landlord, and in accordance with the other provisions of this Section 15 as if ’s consent were required, to assign this Lease, sublet all or sublet the whole or a part of the Leased Premises to: (a) or assign Tenant’s interest in this lease to any subsidiary, parent entity, or affiliate or entity under common control with Tenant or in connection with any merger, consolidation or sale of all or substantially all of the stock or assets of Tenant; provided, that (i) any corporation or entity which controls Savvis in whole or in part; Tenant shall remain primarily liable under this lease, (ii) any corporation proposed assignee or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially sublessee shall assume, in a written instrument reasonably acceptable to Landlord, all of the assets obligations and undertakings of Savvis; or Tenant under this lease, (iii) no use shall be employed in connection with the Leased Premises other than the Approved Use; and (iv) Tenant shall not then be in default under this lease, beyond any corporation applicable notice and cure period. If this lease is assigned or entity controlled in whole if the Leased Premises or in any part thereof are sublet or occupied by Savvis (each anybody other than Tenant as permitted above, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount so collected to the Rent due from Tenant under this lease, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes any of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used Tenant’s covenants contained in this Section 15; “control” lease or the acceptance of such assignee, subtenant or occupant as Tenant, or a release of Tenant from further performance by Tenant of its covenants under this lease. Notwithstanding anything to the contrary in this lease, any approved assignment of this lease shall mean also fully release Tenant from any and all liability under this lease from and after the power date of such assignment. Further any such assignee, subtenant, or occupant shall unconditionally pay to direct Landlord all such rent in the event Landlord delivers notice to such assignee, subtenant, or cause occupant demanding the direction payment of rent to be made to Landlord. Such assignee, subtenant, or occupant may unconditionally rely upon any such notice it receives from Landlord and need not inquire or obtain Tenant’s consent thereto. Tenant shall pay or reimburse Landlord for all reasonable costs and expenses (including attorney’s fees and costs) incurred by Landlord in order to complete any such assignment or subletting as permitted under this section. Those costs and expenses shall be deemed to be Additional Rent under this lease. If the Leased Premises are sublet or assigned at a rental rate higher than the Rent required to be paid by Tenant, 50% of the day difference between the rental rate due from such subtenant or assignee and the Rent due under this lease shall be paid by Tenant to day management Landlord after deduction therefrom of any leasing commissions and policies of any alteration expenses actually incurred and paid for by Tenant in connection with such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, subletting or otherwiseassignment. Notwithstanding In addition to the foregoing, in no event may Tenant sublet all or any portion of the event Leased Premises at a rental rate for Base Rent less than the Landlord’s asking rental rate for comparable space in the Building as determined by Landlord in Landlord’s reasonable discretion. Landlord shall have the right to assign or otherwise transfer any or all of any assignment, subletting, or other transfer its rights under this Lease, Savvis shall remain liable for performance and compliance with lease without Tenant’s approval; provided that such assignee or transferee assumes all of the terms, conditions and provisions of Landlord’s obligations under this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderlease whether accruing before or after any such assignment or transfer.
Appears in 2 contracts
Sources: Office Lease Agreement (Root, Inc.), Office Lease Agreement (Root Stockholdings, Inc.)
Assignment and Subletting. Tenant may assign or sublet this Lease to any party subject to the following:
(a) Tenant shall not have the right give Landlord written notice of its intention to assign, transfer, mortgage or otherwise encumber assign this Lease or sublease or permit anyone to use or occupy the Premises sublet all or any portion thereofof the Leased Premises. Such notice shall be given to the Landlord by Registered or Certified mail addressed to the Landlord at its place of business set forth in the recital of this Lease. Landlord shall have thirty (30) days after receipt of notice from the Tenant of its intention to sublet or assign all or any portion of the leased Premises to elect, without to release Tenant from this Lease or from such portion of the Tenant's obligation under this Lease, or so much of the Leased Premises, as the case may be, affected by the proposed assignment or subletting. In the event that Landlord exercises its election to release Tenant from this Lease or from such portion of the Tenant's obligation under this Lease or so much of the Leased Premises, as the case may be, Tenant shall thereafter be released from any further obligation under this agreement of lease as to the interest or space so affected except for the payment of any monies due as of the effective date of such release.
(b) In the event that the Landlord does not elect to recapture this Lease or any portion thereof as hereinabove provided, the Tenant may nevertheless assign this Lease or sublet the whole or any portion of the Leased Premises, subject to obtaining Landlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheld, conditioned on the basis of and subject to the following terms and conditions:
(i) The Tenant shall provide to the Landlord the name and address of the assignee or delayed by Landlord. Except as expressly permitted under Section 15(dsublessee:
(ii) below, no At the time of such assignment or transfer of subletting, this Lease must be in full force and effect without any breach or default thereunder on the right part of occupancy hereunder may be effectuated Tenant;
(iii) The assignee or sublessee shall assume, by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease instrument, all of the Premises or any portion thereof in violation obligations of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor and a copy of such assumption agreement shall be furnished to the collection Landlord within ten (10) days of its execution;
(iv) The Tenant and each assignee or acceptance sublessee shall be and remain liable for the observance of rent from all the covenants, and provisions of this Lease, including, but not limited, the payment of the Rent and Additional Rent reserved herein through the entire term of this Lease;
(c) Notwithstanding anything herein contained to the contrary and notwithstanding any assigneeprior consent by Landlord, transferee no assignee or subtenant constitute a waiver shall further assign or release of Tenant from any of its liabilities or obligations under this Lease. sublease the Leased Premises without Landlord’s 's prior consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying in each such instance and without compliance with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such LenderParagraph.
(d) Any and all payments agreed to be made to Tenant by any assignee or sublessee shall accrue to and be paid over to Landlord, it being understood and agreed that said assignee or sublessee shall pay the Rent, Additional Rent and all other monies and charges directly to the Landlord. If there are any additional monies, however, in excess of the Rent and Additional Rent and all other charges to be paid to Landlord hereunder for a corresponding period, Tenant shall be entitled to reimbursement from said monies of any real estate commissions it has had to pay to assign or sublet the Leased Premises and other incidental costs relative to the assigning or subletting such as advertising, legal, etc. Moreover, once the Tenant has been so reimbursed, the Landlord shall share equally with the Tenant any further monies received for said corresponding period.
(e) Notwithstanding the foregoing, so long as Tenant is not in default under foregoing provisions of this Lease beyond any applicable notice and cure periodsParagraph, Tenant shall have the right, without the consent necessity of Landlord obtaining Landlord's consent, but upon prior written notice subject to Landlord, and in accordance with the all other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole Paragraph 10 to:
(i) Sublet all or part of the Leased Premises to: (a) (i) to any corporation parent or entity which controls Savvis in whole or in part; affiliate of Tenant;
(ii) Assign this Lease to any parent or affiliate of Tenant; or
(iii) Assign this Lease to a corporation which succeeds to all or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets and business of Savvis; Tenant or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”)into which Tenant is merged, provided such transfer must be for a legitimate business purpose and not for purposes of avoiding if the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies net worth of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any following such assignment, sublettingequals or exceeds the net worth of Tenant at the date hereof or immediately prior to such assignment, or other transfer whichever is greater; provided, however, that Tenant, at all times shall be and remain primarily, jointly and severally liable under this LeaseLease despite any such assignment.
(f) For the purposes of Subparagraph (e) above, Savvis the term "affiliate" shall remain liable for performance mean any company of which Tenant or Tenant's parent now or hereafter owns and compliance with all controls, directly or indirectly, fifty (50%) percent or more of the terms, conditions and provisions stock having the right to vote for directors thereof. For the purpose of this Leasedefinition, the Guaranty stock so owned or controlled shall remain in full force and effectbe deemed to include all stock owned or controlled directly or indirectly by any other company of which the Tenant or Tenant's parent owns or controls, and Savvis Communications Corporation shall remain directly or indirectly, fifty (50%) percent or more of the Guarantor hereunderstock having the right to vote for directors thereof.
Appears in 2 contracts
Sources: Lease Renewal Agreement (Boron Lepore & Associates Inc), Lease Renewal Agreement (Boron Lepore & Associates Inc)
Assignment and Subletting. (a) A. Tenant shall not have the right to assign, transfersublet, mortgage transfer or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises Lease, or any portion thereof, interest therein without the prior written consent of Landlord, Landlord which consent shall not be unreasonably withheldwithheld or delayed. A change in the control of Tenant shall constitute an assignment requiring Landlord’s consent. The transfer, conditioned on a cumulative basis, of 25% or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment more of the voting or transfer management control of Tenant shall constitute a change in control for this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlordpurpose. Any attempted assignment assignment, subletting, transfer or transfer encumbrance by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of the terms and covenants of this Section 15 shallParagraph shall be void. In the event Tenant desires to sublet the Premises, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under assign this Lease. Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment which notice shall set forth the name of the proposed sublessee or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed sublessee or assignee.
B. In addition to, but not in limitation of, Landlord’s consent right to approve of any assignment sublessee or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) aboveassignee, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the rightoption, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoingits sole discretion, in the event of any proposed subletting or assignment, sublettingto terminate this Lease, or in case of a proposed subletting of less than the entire Premises, to recapture the portion of the Premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall be exercised if at all, by Landlord giving Tenant written notice thereof within sixty (60) days following Landlord’s receipt of Tenant’s written notice as required above. If this Lease shall be terminated with respect to the entire demised Premises, pursuant to this Paragraph, the term of this Lease shall end on the date stated in Tenant’s notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the term hereof; provided, however, that effective on such date Tenant shall pay Landlord all amounts, as estimated by Landlord, payable by Tenant to such date with respect to taxes, insurance, repairs, maintenance, restoration and other transfer obligations, costs or charges which are the responsibility of Tenant hereunder. Further, upon any such cancellation Landlord and Tenant shall have no further obligations or liabilities to each other under this Lease, Savvis except with respect to obligations or liabilities which accrued hereunder as of such cancellation date (in the same manner as if such cancellation date were the date originally fixed in this Lease of the expiration of the term hereof). If Landlord recaptures under this Paragraph only a portion of the Premises, the rent during the unexpired term hereof shall ▇▇▇▇▇ proportionately based on the rent per square foot contained in this Lease as of the date immediately prior to such recapture. Tenant shall, at Tenant’s own cost and expense, discharge in full any outstanding commission obligation on the part of Landlord with respect to this Lease, and any commissions which may be due and owing as a result of any proposed assignment or subletting, whether or not the Premises are recaptured pursuant thereto and rented by Landlord to the proposed Tenant or any other tenant.
C. If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. § 101 et. seq. (the “Bankruptcy Code”), any and all monies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain liable the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord’s property under the preceding sentence not paid or delivered to Landlord shall be held in trust for performance the benefit of Landlord and compliance with be promptly paid or delivered to Landlord. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code, shall be deemed, without further act or deed, to have assumed all of the terms, conditions obligations arising under this Lease on and provisions after the date of this Lease, the Guaranty such assignment. Any such assignee shall remain in full force upon demand execute and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderdeliver to Landlord an instrument confirming such assumption.
Appears in 2 contracts
Sources: Lease Agreement, Commercial Lease Agreement (Power Solutions International, Inc.)
Assignment and Subletting. (a) Tenant shall not have sublet any part of the right to assignPremises, transfer, mortgage or otherwise encumber nor assign this Lease or sublease any interest herein, nor, once any such sublet or permit anyone assignment is consented to use by Landlord, amend or occupy modify the Premises terms of such sublet or any portion thereofassignment, without the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld or delayed. No sublessee (or Tenant, conditioned on behalf or delayed by Landlordfor the benefit of a sublessee) shall have the right to exercise any extension or renewal of Term, or any right to expand or otherwise increase the size of the Premises. Except as expressly permitted under Section 15(d) below, no Landlord may deny consent to an assignment or transfer sublease if the creditworthiness of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee sublessee could not service the proposed sublet rent or sublessee assignment costs. Additionally, neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization of space in the Premises which provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person or entity from the Premises leased, used, occupied or utilized. Any such purported lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises. If such a sublease is entered into, neither the rental payable thereunder nor the amount thereof passed on to enable Landlord any person or entity shall have deducted therefrom any expenses or costs related in any way to make the determination called for abovesubleasing of such space.
(b) The consent Consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such one assignment or sublease shall not destroy or waive this provision, and all later assignments and subleases shall likewise be construed made only upon prior consent of Landlord, such consent of Landlord not to mean that be unreasonably withheld or delayed. If a sublease or assignment is consented to by Landlord, any sublessees or assignees shall become liable directly to Landlord has approved for all obligations of Tenant hereunder without relieving or in any plans way modifying Tenant's liability hereunder. If Tenant notifies Landlord of Tenant's intent to sublease or specifications assign this Lease, Landlord shall within fifteen (15) days from such notice (a) consent to such proposed subletting; (b) deny such consent, giving reasons for renovations denying such consent at the time of the denial; (c) elect to cancel this Lease, or to reduce the Premises by the area requested to be subleased or assigned if the area is less than the entire Premises; or (d) elect to sublease the space, or take the assignment, as applicable, on the same terms and conditions as offered by the third-party. If Landlord elects to cancel or to reduce the area of the Premises, Tenant shall have ten (10) days from such notice to notify Landlord of Tenant's acceptance of such cancellation or reduction or Tenant's desire to remain in possession of Premises for the Term. If Tenant fails to so notify Landlord of Tenant's election to accept termination or reduction or to continue as Tenant hereunder, such failure shall be deemed an election to terminate or have the area of Premises reduced, as the case may be, and such termination or reduction shall be effective as of the end of the ten (10) day period provided for in Landlord's notice as hereinabove provided. If Landlord gives its consent to any such assignment or sublease, fifty percent (50%) of any rent or other cost to the Premises intended by such assignee or sublessee subtenant for all or any portion of the Premises over and that any above the Rent payable by Tenant for such work space shall, and the reasonable and actual costs incurred by Tenant in procuring such assignment or sublease, be due and payable, and shall be paid, to Landlord. If this Lease is cancelled, the area of Premises is reduced or a sublease or assignment is made as herein provided, Tenant shall pay Landlord a charge equal to the Premises must be conducted actual costs incurred by Landlord, in accordance with Landlord's reasonable judgment (including, but not limited to, the terms use and time of this Lease. The foregoing shall Landlord's personnel), for all of the necessary legal and accounting services required to accomplish such cancellation, reduction of area of the Premises, assignment or subletting, as the case may be, such legal fee not be construed as limiting to exceed $1,000.00 per occurrence or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Leaserequest.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, right to assign this Lease, the Lease or sublet the whole Premises, or any part thereof, without Landlord's consent, but subject to Landlord's rights to notice and prohibition contained herein, to any parent, subsidiary, affiliate or controlled entity or to an entity which Tenant may be converted or with which Tenant may merge. Tenant shall in any event have the obligation to notify Landlord of its intent of any such arrangement, and if Landlord reasonably determines that the proposed assignee or sublessee is engaged in a business which would materially interfere with the operation of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity Property or that acquires substantially all permitting the assignment or subletting would cause a violation by Landlord of its obligations under any lease covering a portion of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”)Property, provided Landlord shall have the right to prohibit such transfer must be for a legitimate business purpose and not for purposes of avoiding arrangement based upon the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderaforesaid factors.
Appears in 1 contract
Assignment and Subletting. (a) Tenant shall not have the right to voluntarily or by operation of law, directly or indirectly, assign, transfer, mortgage mortgage, or otherwise encumber encumber, all or any part of Tenant’s interests in this Lease or sublease or permit anyone to use or occupy in the Premises or any portion thereofLeased Premises, without the L▇▇▇▇▇▇▇’s prior written consent of Landlordconsent, which consent may be withheld or granted in Landlord’s sole discretion. Any attempted assignment of this Lease by Tenant without such consent shall not be unreasonably withheldvoid, conditioned and shall constitute a material default and breach of this Lease by T▇▇▇▇▇. If at any time during the Lease Term Tenant desires to Assign or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment Sublease all or transfer part of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the Leased Premises, then Tenant shall give not less than thirty days’ prior written consent notice to Landlord containing the following information: the identity of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee subtenant and a description of its business; the terms of the proposed Assignment or sublessee Sublease; the commencement date of the proposed assignment or sublease; the area proposed to enable be assigned or sublet; and financial statements for the prior five (5) years of such proposed assignee or subtenant. Landlord shall keep all such information provided by Tenant to make Landlord confidential and shall only use such information for the determination called for above.
purpose of determining its approval of the requested assignment or sublease; provided, however, Landlord may disclose, distribute or discuss such information) to and with its employees, lenders and consultants, including its attorneys, accountants and bankers. Landlord shall have thirty (b30) The consent days after receipt by Landlord of a written request from Tenant to respond and the failure to respond shall be deemed denied by Landlord. Neither Landlord’s consent to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Leasesublease, nor shall the L▇▇▇▇▇▇▇’s collection or acceptance of rent from any assigneeassignee or subtenant, transferee shall be construed as (i) waiving or subtenant constitute a waiver or release of releasing Tenant from any of its liabilities or obligations under this Lease. Lease as a principal, or (ii) as relieving Tenant or any assignee or subtenant from the obligation of obtaining Landlord’s prior written consent to any assignment subsequent Assignment or subletting Sublease. L▇▇▇▇▇▇▇’s collection of such rent shall not be construed as relieving Tenant from the obligation an acceptance of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct subtenant as a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Leasetenant.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 1 contract
Assignment and Subletting. (a) A. Subject to any provisions of this Section 15 to the contrary, Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereofnot, without the prior written consent of Landlord, Landlord (which consent shall not unreasonably be unreasonably withheldwithheld as set forth in Section 15C below) (i) assign, conditioned convey or delayed mortgage this Lease or any interest hereunder; (ii) permit to occur or permit to exist any assignment of this Lease, or any lien upon Tenant's interest, voluntarily or by operation of law; (iii) sublet the Premises or any part thereof; or (iv) permit the use of the Premises by any parties other than Tenant and its employees. Any such action on the part of Tenant shall be void and of no effect. There shall be no partial assignment of ▇▇▇▇▇▇'s interest in this Lease. The term "sublease" and all words derived therefrom, as used in this Section 15, shall include any subsequent sublease or assignment of such sublease and any other interest arising under such sublease. ▇▇▇▇▇▇▇▇'s consent to any assignment, subletting or transfer or Landlord's election to accept any assignee, subtenant or transferee as the tenant hereunder and to collect rent from such assignee, subtenant or transferee shall not release Tenant or any subsequent tenant from any covenant or obligation under this Lease. Except as expressly permitted under Section 15(d▇▇▇▇▇▇▇▇'s consent to any assignment, subletting or transfer shall not constitute a waiver of Landlord's right to withhold its consent to any future assignment, subletting, or transfer. Landlord may condition its consent upon execution by the subtenant or assignee of an instrument confirming such restrictions on further subleasing or assignment and joining in the waivers and indemnities made by Tenant hereunder. In any event, Landlord shall respond to ▇▇▇▇▇▇'s request to sublease or assign this Lease within twenty (20) below, no business days of receipt of Tenant's request.
B. If Tenant desires the consent of Landlord to an assignment or transfer subletting, Tenant shall submit to Landlord at least fifteen (15) business days prior to the proposed effective date of the assignment or sublease a written notice which includes:
1. all documentation then available related to the proposed sublease or assignment (copies of final executed documentation to be supplied on or before the effective date); and
2. sufficient information to permit Landlord to determine the identity and character of the proposed subtenant or assignee and the financial condition of the proposed assignee.
C. If Landlord does not terminate this Lease, in whole or in part, pursuant to Section 15D it may, nevertheless, withhold its consent to such assignment or subletting if:
1. in the reasonable judgment of Landlord the subtenant or assignee is of a character or engaged in a business or attracts a volume, frequency or type of employee or visitor which is not in keeping with the standards maintained by Landlord in the Building or that will impose an excessive demand on or use of the facilities or services of the Building;
2. in the reasonable judgment of Landlord the subtenant or assignee does not have the credit comparable to other tenants in the Building;
3. in the reasonable judgment of Landlord the purpose for which the subtenant or assignee intends to use the subleased space is in violation of the terms of this Lease or the lease of any other tenant in the Building which prohibits such use;
4. the subtenant or assignee is a governmental authority or agency or an organization or persons enjoying sovereign or diplomatic immunity; or
5. such assignment or subletting would cause a default under another lease in the Building or under any ground lease, deed of trust, mortgage, restrictive covenant, easement or other encumbrance affecting the Land.
D. In addition to withholding its consent, Landlord shall have the right to terminate this Lease as to that portion of occupancy hereunder the Premises which ▇▇▇▇▇▇ seeks to assign or sublet, whether by requesting Landlord's consent thereto or otherwise. Landlord may be effectuated exercise such right to terminate by operation of law or otherwise without the giving written notice to Tenant at any time prior to Landlord's written consent to such assignment or sublease. In the event Landlord shall exercise its termination right, Tenant shall have the right to withdraw its notice of intent to assign or sublease, and thus nullify Landlord's termination exercise, by providing notice to Landlord within two (2) business days of Landlord's exercise of its termination right. In the event that Landlord exercises such right to terminate (which right is not nullified as set forth in the preceding sentence), Landlord shall be entitled to recover possession of and Tenant shall surrender such portion of the Premises on the proposed date for possession by such assignee or subtenant. Notwithstanding anything in this Section 15.D to the contrary, Landlord shall have no right to terminate this Lease as to any area of the Premises which Tenant seeks to sublease, so long as the aggregate area which Tenant will then have under sublease to one or more parties shall not exceed one-half (1/2) of the then- rentable area of the Premises and provided further that all other terms, covenants and conditions of this Section 15 shall apply to any such sublease.
E. In the event that Landlord consents to any assignment or sublease of any portion of the Premises, as a condition of Landlord's consent, if Landlord so elects to consent, Tenant shall pay to Landlord any attorneys' fees and other reasonable costs and expenses incurred by Landlord in connection with such assignment or sublease plus fifty percent (50%) of all profit (after deducting therefrom any broker commissions, legal fees, tenant improvement costs and all other direct and reasonable costs incurred by Tenant in connection with such assignment or subletting) derived by Tenant from such assignment or sublease. Tenant shall furnish Landlord with a sworn statement, certified by an officer of Tenant setting forth in detail the computation of profit (which computation shall be based upon generally accepted accounting principles), and Landlord, or its representatives, shall have access to the books, records and papers of Tenant in relation thereto, and to make copies thereof. Any attempted rent in excess of that paid by Tenant hereunder for the Premises so assigned or sublet realized by reason of such assignment or transfer sublease shall be deemed an item of such profit. If a part of the consideration for such assignment or sublease shall be payable other than in cash, the payment to Landlord shall be payable in accordance with the foregoing percentage of the cash and other non-cash considerations in such form as is satisfactory to Landlord. Such percentage of Tenant's profits shall be paid to Landlord promptly by Tenant upon ▇▇▇▇▇▇'s receipt from time to time of periodic payments from such assignee or subtenant or at such other time as Tenant shall realize its profits from such assignment or sublease. If such sublease or assignment is part of a larger transaction in which other assets of Tenant are being transferred, the consideration for the assignment or sublease shall be the fair market value of such assignment or the fair market rental for such sublease, as reasonably determined by a certified public accountant agreed upon by Landlord and Tenant.
▇. ▇▇▇▇▇▇ acknowledges that this Lease is a lease of nonresidential real property and, therefore agrees that Tenant, as the debtor in possession, or the trustee for Tenant (collectively "the Trustee") in any proceeding under Title 11 of the United States Bankruptcy Code relating to bankruptcy, as amended, or under any similar federal or state statute (collectively, the "Bankruptcy Code"), shall not seek or request any extension of time to assume or reject this Lease or to perform any obligations of this Lease which arise from or after the order of relief. If the Trustee proposes to assume or to assign this Lease or sublet the Premises (or any portion thereof) to any person who shall have made a bona fide offer to accept an assignment of this Lease or its interest herein a subletting on terms acceptable to the Trustee, the Trustee shall give Landlord, and lessors and mortgagees of Landlord of which Tenant has notice, written notice setting forth the name and address of such person and the terms and conditions of such offer, no later than twenty (20) days after receipt of such offer, but in any event no later than ten (10) days prior to the date on which the Trustee makes application to the bankruptcy court for authority and approval to enter into such assumption and assignment or sublease subletting. Landlord shall have the prior right and option, to be exercised by written notice to the Trustee given at any time prior to the effective date of such proposed assignment or subletting, to accept an assignment of this Lease or subletting of the Premises upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by such person, less any brokerage commissions which may be payable out of the consideration to be paid by such person for the assignment or any portion thereof in violation subletting of this Section 15 shallLease. The Trustee shall have the right to assume Tenant's rights and obligations under this Lease only if the Trustee: (i) promptly cures, at or provides adequate assurance that the option Trustee will promptly cure, any default under this Lease; (ii) compensates, or provides adequate assurance that the Trustee will promptly compensate, Landlord for any actual pecuniary loss incurred by Landlord as a result of Landlord, constitute an Event Tenant's default under this Lease; and (iii) provides adequate assurance of Default future performance under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice Adequate assurance of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about future performance by the proposed assignee shall include, as a minimum, that (a) the Trustee or transferee or sublessee any proposed assignee of this Lease shall deliver to enable Landlord a security deposit in an amount equal to make the determination called for above.
at lease three (3) months' Rent accruing under this Lease and (b) The consent by any proposed assignee of this Lease shall provide to Landlord an audited financial statement, dated no later than six (6) months prior to any the effective date of such proposed assignment or subletting sublease with no material change therein as to the effective date, which financial statement shall not be construed as show the proposed assignee to have a waiver net worth equal to at least twelve (12) months' Rent accruing under this Lease, or release in the alternative, the proposed assignee shall provide a guarantor of Tenant from any such proposed assignee's obligations under this Lease, which guarantor shall provide an audited financial statement meeting the above requirements of this clause (b) and all liability for the performance execute and deliver to Landlord a guaranty agreement in form and substance acceptable to Landlord. All payments of all covenants and obligations to be performed by Rent required of Tenant under this Lease, nor shall the collection whether or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed expressly denominated as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications constitute rent for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms purposes of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms Title 11 of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such LenderBankruptcy Code.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 1 contract
Sources: Lease (Tenfold Corp /Ut)
Assignment and Subletting. (a) Tenant shall covenants and agrees not have to assign this Lease, in whole or part, nor sublet the right to assignPremises, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any part or portion thereof, nor grant any license or concession for all or any part thereof, without the prior written consent of Landlordthe Landlord in each instance first had and obtained, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer withheld with respect to a sublease by Tenant of this Lease or its interest herein not more than 2,000 rentable square feet within the Corporate Office Suite Landlord may in its. sole discretion deny any request for an assignment or sublease of the Premises all or any portion thereof of the Premises except with respect to the aforesaid sublease of not more than 2,000 rentable square feet in violation of this Section 15 shallthe Corporate Office Suite. If any such assignment or subletting is permitted, at the option of Landlord, constitute an Event of Default Tenant shall not be relieved from any liability whatsoever under this Lease. In the event that the amount of the rent or other consideration to be paid to the Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or by any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee sublessee is greater than the rent required to be paid by the Tenant to the Landlord pursuant to this Lease, Tenant shall pay to Landlord any such excess as is received by Tenant from such assignee or sublessee to enable Landlord to make the determination called for above.
(b) The sublessee. Any consent by Landlord to any an assignment or subletting of this Lease shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any the necessity of its liabilities or obligations under this Lease. Landlord’s such consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease An assignment for the benefit of Tenant’s creditors or assignment otherwise by operation of law shall not be subject and subordinate effective to transfer or assign Tenant’s interest under this Lease unless Landlord shall have first consented thereto in all respects, and writing.
(b) In the event Tenant desires to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of assign this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all or to sublease any portion of the obligations Branch Banking Suite or the Drive-Through Building, or more than fifty percent (50%) of the Corporate Offices Suites, Landlord shall have the right and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party option to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under terminate this Lease, and Landlord’s consent to such assignment which right or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or option shall be assigned exercisable by written notice from Landlord to any Lender as additional security for such mortgage loan, Tenant within thirty (30) days from the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by date Tenant gives Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, its desire to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereundersublease.
Appears in 1 contract
Sources: Office Lease (Howard Bancorp Inc)
Assignment and Subletting. (a) Tenant shall not have the right to assignmortgage, transfer, mortgage pledge or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereof, without the Landlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheld, conditioned withheld or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for abovedelayed.
(b) The Tenant shall have the right to assign this Lease or sublet all or any portion of the Premises throughout the Term, subject to Landlord's prior written consent by Landlord to any assignment or subletting and approval, which shall not be construed as a waiver unreasonably withheld, conditioned, or release of delayed, provided, that Tenant from any and all liability remains fully liable for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease including but not limited to the payment of Base Rent and assumes Additional Rent and that the assignee or subtenant agrees to be bound by all terms, conditions, and provisions of this Lease. If Tenant wants to assign, sublet or otherwise transfer all or part of the obligations Premises or this Lease, then Tenant shall give Landlord written notice ("Tenant's Request Notice") of the identity of the proposed assignee or subtenant and liabilities its business, all terms of the proposed assignment or subletting, the commencement date of the proposed assignment or subletting (the "Proposed Sublease Commencement Date"), the area proposed to be assigned or sublet (the "Proposed Sublet Space") and such other information as Landlord may reasonably request, together with a processing fee of One Thousand Dollars ($1000.00) payable to Landlord, which shall be earned by Landlord regardless of whether Landlord's written consent and approval is given. Tenant shall also transmit therewith the most recent financial statement or other evidence of financial responsibility of such assignee or subtenant and a certification executed by Tenant and such proposed assignee or subtenant stating whether any premium or other consideration is being paid for the proposed assignment or sublease. Any sublease, assignment or other transfer shall be effective on forms supplied or approved by Landlord. In addition to the processing fee described above, Tenant shall be solely responsible for the payment of reasonable attorneys fees incurred by Landlord in preparing and/or reviewing documents implementing any such assignment or subletting. Tenant assigns to Landlord any sum due to Tenant from any assignee, subtenant or occupancy of Tenant hereunder thereafter arisingas security for Tenant's performance of its obligations pursuant to this Lease, provided, however, that Tenant shall have the license to collect such rents provided prior to the occurrence of an Event of Default. In the case Following an Event of a subleaseDefault, (A) Tenant authorizes each such assignee, subtenant or occupant to pay such sum directly to Landlord is notif such assignee, and will not become, a party subtenant or occupant receives written notice from Landlord specifying that such rent shall be paid directly to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent 's collection of such rent shall not be construed as an acceptance of such assignee, subtenant or occupant as a tenant nor a waiver of any default hereunder by Tenant. Notwithstanding anything in this Paragraph 12 to any assignment or sublease does not affect the obligations contrary, provided no Event of Landlord or Tenant Default exists under this Lease, and or would exist but for the pendency of any cure periods provided for under Paragraph 17, Tenant may, without Landlord’s consent 's consent, but after providing written notice to Landlord, assign this Lease or sublet all or any portion of the Premises to any Related Entity (as hereinafter defined) provided that (i) in the event of an assignment, such Related Entity assumes in full all of Tenant's obligations under this Lease; (ii) Landlord is provided with a counterpart of the fully executed agreement of assignment or sublease sublease, which shall not be construed in a form reasonably satisfactory to mean that Landlord has approved any plans or specifications for renovations Landlord; (iii) to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted extent Tenant remains in accordance with existence Tenant remains liable under the terms of this Lease. The foregoing shall ; (iv) such Related Entity is not a governmental entity or agency; (v) such Related Entity's use requirement does not materially differ from the Permitted Use described in Paragraph 5 hereof; and (vi) such Related Entity does not require additional services other than those agreed to be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents provided by Landlord under the terms of this Section 15Lease. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
"Related Entity" shall be defined as (d) Notwithstanding the foregoingi)any parent company, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Leasesubsidiary, or sublet the whole affiliate of Tenant, which controls, is controlled by, or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; is under common control with Tenant, and/or (ii) any corporation entity into which Tenant shall be merged or entity resulting from the merger consolidated, or consolidation of Savvis with another corporation or entity or that acquires which purchases substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each Tenant and assumes the liabilities of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose Tenant under this Lease and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, continues in the event same business as that of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderTenant.
Appears in 1 contract
Assignment and Subletting. (a) Tenant shall may not have the right to assign, transfer, mortgage or otherwise encumber assign this Lease or sublease or permit anyone to use or occupy sublet the Leased Premises or any portion part thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any ; and any attempted assignment or transfer by subletting without such consent shall be invalid. In the event of a permitted assignment or subletting, Tenant shall nevertheless at all times remain fully responsible and liable for the payment of rent and the performance and observance of all of Tenant's other obligations under the terms, conditions and covenants of this Lease Lease. No assignment or its interest herein or sublease subletting of the Leased Premises or any portion part thereof shall be binding upon Landlord unless such assignee or subtenant shall deliver to Landlord an instrument (in violation recordable form, if requested) containing an agreement of this Section 15 shall, at the option assumption of Landlord, constitute an Event all of Default Tenant's obligations under this Lease. Tenant agrees Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, Landlord, in addition to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer any other remedies provided by this Lease or to sublease by law, may, at its option, collect directly from the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee subtenant all rent becoming due to Landlord by reason of the assignment or sublessee to enable Landlord to make the determination called for above.
(b) The consent subletting. Any collection by Landlord to any assignment from the assignee or subletting subtenant shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any the further performance of its liabilities or obligations under this Lease. Landlord’s consent to any assignment Lease or subletting shall not be construed as relieving Tenant from the obligation making of complying a new lease with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease andsubtenant. Landlord may, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a subleaseits reasonable discretion, (A) Landlord is not, and will not become, a party refuse to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain give its consent to any proposed assignment from or subletting for any such Lender.
reason, including, but not limited to Landlord's determination that its interest in the Lease or the Leased Premises would be adversely affected by (di) Notwithstanding the foregoingfinancial condition, so long as Tenant is not in default under creditworthiness or business reputation of the proposed assignee or subtenant, or (ii) the proposed use of the Leased Premises by, or business of, the proposed assignee or subtenant. If Landlord refuses to give its consent to any proposed assignment or subletting, Landlord may, at its option, within thirty (30) days after receiving notice of the proposal, terminate this Lease beyond any applicable notice and cure periods, by giving Tenant shall have the right, without the consent of Landlord but upon thirty (30) days prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporationtermination, whether through the ownership whereupon each party shall be released from all further obligations and liability hereunder. All reasonable costs incurred by Landlord in connection with any request for consent to a proposed assignment or sublease, including costs of voting securitiesinvestigation and attorneys' fees, shall be paid by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event Tenant upon demand as a further condition of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderconsent which may be given.
Appears in 1 contract
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, mortgage mortgage, or otherwise encumber this Lease or sublease its interest therein (collectively “assign”) or sublet, rent or permit anyone to use or occupy the Premises Premises, or any portion thereofpart thereof (collectively “sublet”), without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned delayed or delayed by Landlordconditioned. Except as expressly permitted under Section 15(d) below, no No assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by of Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this the Lease, nor shall the collection or acceptance of rent from any assignee, transferee subtenant, or subtenant occupant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect obtaining Landlord’s prior written consent to any subsequent assignment or subletting. Any If Tenant is in default hereunder, Tenant hereby assigns to Landlord the rent due from any subtenant of Tenant and hereby authorizes each such sublease subtenant to pay said rent directly to Landlord. With respect to Tenant’s request to assign or sublet, Tenant agrees to and shall pay any and all costs, including but not limited to attorneys’ fees incurred by Landlord, not to exceed $500, whether or not Landlord consents to any such assignment or subletting.
(b) If Tenant desires to sublet all or any portion of the Premises or to assign or otherwise encumber this Lease, Tenant shall be subject give to Landlord notice of Tenant’s intention to do so not less than thirty (30) days prior to the proposed assignment or subletting. Tenant’s notice shall set forth the price and subordinate all other terms of the proposed subletting or assignment. Within twenty (20) days after receipt of said notice, Landlord shall have the right to sublet the Premises from Tenant at the same rental stipulated in the notice of intent to sublet, or to purchase Tenant’s interest in this Lease, or take an assignment thereof, or to terminate this Lease in all respects, and upon payment to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities cash consideration set forth in Tenant’s notice of Tenant hereunder thereafter arisingintent. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean event that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Leasethe proposed assignment would allow an assignee to pay the cash consideration for the assignment in installments or with a promissory note, Landlord shall be able to make payment on such terms. The foregoing shall If Landlord does not be construed respond to Tenant’s notice within twenty (20) days, Tenant may then submit the name and address of the proposed sublessee or assignee, with the price and all other terms of the proposed subletting or assignment the same as limiting or waiving initially submitted to Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If Anything herein to the contrary notwithstanding, if Landlord shall not elect to exercise the rights set forth in the immediately preceding paragraph, such election shall not under any circumstances be deemed a consent to the proposed subletting, assignment, sale, or other transfer of Tenant’s interest in and to this Lease and/or the Premises and it is or shall be assigned expressly understood that any determination by Landlord not to any Lender as additional security for exercise such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) rights shall be required, when applicable, in the same manner as and in addition to any consents by not preclude Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain from withholding its consent to any such proposed assignment from any such Lendersubletting, assignment, sale or other transfer, as the case may be.
(d) Notwithstanding If the foregoingrental paid under any sublease, so long as after Tenant is not in default under this Lease beyond deducts reasonable expenses incurred to sublease the space, of all or any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation exceeds the rental or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all pro rata portion of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”)rental, provided such transfer must as the case may be for a legitimate business purpose and not for purposes the Premises, Tenant shall pay Landlord each month, as additional rent, at the same time as the monthly installments of avoiding the performance of Savvis’ obligations hereunder or fixed rent become due hereunder, fifty percent (b50%) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day net excess of the rental paid under the sublease over the rental (or pro rata portion of the rental) paid under this lease.
SECTION 8.2 If Tenant is a partnership, a withdrawal or change, whether voluntary, involuntary or by operation of law, of partners owning a controlling interest in Tenant shall be deemed a voluntary assignment of this Lease and subject to day management and policies the provisions of such Section 8.1. If Tenant is a corporation, whether through the ownership any dissolution, merger, consolidation or other reorganization of voting securities, by contract, by interlocking boards of directorsTenant, or otherwise. Notwithstanding the foregoing, in the event sale or transfer (whether by way of any assignment, subletting, one or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all more sales or transfers) of a controlling interest of the terms, conditions capital stock of Tenant shall be deemed a voluntary assignment of this Lease and subject to the provisions of this LeaseSection 8.1. However, the Guaranty preceding sentence shall remain in full force and effect, and Savvis Communications Corporation shall remain not apply to corporations the Guarantor hereunderstock of which is traded through a national or regional exchange or over-the-counter.
Appears in 1 contract
Assignment and Subletting. (a) A. Tenant shall not have the right to assignpledge, transfermortgage, mortgage assign or otherwise in any way encumber this Lease Sublease, or sublease or permit anyone to use or occupy further sublet the Premises Premises, or any portion part thereof, without the prior written consent of LandlordLandlord in each instance, which consent shall not be unreasonably withheld, conditioned given or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, withheld at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject reasonable discretion it being agreed and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease andunderstood that Landlord’s failure, in good faith, to obtain the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Prime Landlord’s consent to such assignment or sublease subletting shall not be construed to mean that Landlord has approved any plans or specifications reasonable grounds for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s rightwithholding of consent. Landlord shall notify Tenant, under this Section 15in writing, of Landlord’s decision to consent to an assignment, transfer, mortgage such assignment or other encumbrance subletting within twenty (20) days of this Leasea written request from Tenant.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) B. Notwithstanding the foregoing, so long as Tenant is not in default shall have no obligation to secure, and Landlord hereby approves, any sublease of all or a portion of the Premises, or any assignment of this Sublease to any “Tenant Affiliate Company” of Tenant; provided the financial condition of such “Tenant Affiliate Company” of Tenant, or the financial condition of any other person or entity who remains liable for the obligations of Tenant under this Lease beyond Sublease, is the same or better than the financial condition of Tenant at the time this Sublease ease was executed, or, if applicable, at the time Tenant exercised any applicable notice and cure periodsexpansion option set forth herein. For purposes of this Sublease, the term “Tenant Affiliate Company” shall be defined as any parent, subsidiary or affiliate company owned by or in common control with Tenant, or any resultant entity that is formed through a merger, buy out, stock transfer or consolidation with Tenant.
C. Notwithstanding any assignment or subletting, Tenant shall have the right, without the consent remain fully liable under this Sublease and shall not be relieved from performing any of Landlord but upon prior written notice its obligations hereunder. As a condition to any assignment of this Sublease which is permitted by Landlord, the assignee shall be required to execute and in accordance deliver to Landlord an agreement whereby such assignee assumes and agrees with the other provisions Landlord to discharge all obligations of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer Tenant under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderSublease.
Appears in 1 contract
Sources: Sublease (Time Warner Telecom Inc)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, assign or mortgage or otherwise encumber this Lease or sublease sublet all or permit anyone any portion of the Premises without Landlord's prior written consent, in each instance, which such consent will be granted in Landlord's sole discretion. Any request for Landlord's written consent shall be accompanied by a copy of the proposed assignment or sublease, which must be ins form acceptable to use Landlord. No assignment, mortgaging, or occupy subletting, if consented to by Landlord, shall relieve Tenant of its liability under this Lease. Tenant shall pay to Landlord, in consideration for Landlord's written consent to the assignment or sublease, all rent and other consideration received by Tenant from any such assignee or subtenant which is in excess of the rental obligation required under the terms of this Lease for the Premises or portion thereof for which the consent of Landlord is requested. Consent by Landlord so any portion thereof, without assignment or sublease shall not operate as a waiver of the necessity for Tenant to obtain the prior written consent of LandlordLandlord to any subsequent assignment, which mortgaging or subletting and the terms of any such consent shall not be unreasonably withheldbinding upon the assignee, conditioned mortgagee or delayed by Landlordsubtenant. Except as expressly permitted under Section 15(d) below, no assignment or Any transfer of this Lease by merger, consolidation, or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises liquidation or any portion thereof change in violation ownership of this Section 15 shallor power to vote the majority of outstanding voting stock of Tenant or, at if Tenant is a partnership, any withdrawal, replacement, or substitution of any partner or partners, either general or limited, whether as the option result of Landlorda single or series of transactions, shall constitute an Event assignment for purposes of Default under this Lease. Notwithstanding the above, Tenant, without Landlord's consent (provided that Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall is not be construed as a waiver or release of Tenant from any and all liability for in default in the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any ), may cause an assignment or subletting shall not be construed as relieving (each, a "Transfer") to an Affiliate of Tenant from if Tenant (a) notifies Landlord at least thirty (30) days prior to such Transfer; (b) delivers to Landlord, at the obligation tune of complying with Tenant's notice, current financial statements of Tenant and the provisions of Section 15(aAffiliate that are reasonably acceptable to Landlord; and (c) above, as applicable, with respect the Affiliate assumes and agrees ins writing delivered to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate reasonably acceptable to Landlord to perform Tenant's obligations under this Lease in all respects, arising after such Transfer and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the observe all terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms For purposes of this Section 1511, the term "Affiliate" means any person or entity that, directly or indirectly, controls, is controlled by or is under common control with Tenant. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions For purposes of this Section 15 as if consent were requireddefinition, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “"control” shall mean " means possessing the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the entity by the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all a majority of the terms, conditions and provisions voting interests of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderentity.
Appears in 1 contract
Assignment and Subletting. (a) Tenant shall not have the right to assignmortgage, transfer, mortgage pledge or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereof, without the Landlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheld, conditioned withheld or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for abovedelayed.
(b) The Tenant shall have the right to assign this Lease or sublet all or any portion of the Premises throughout the Term, subject to Landlord's prior written consent by Landlord to any assignment or subletting and approval, which consent shall not be construed as a waiver unreasonably withheld or release of delayed, provided, that Tenant from any and all liability remains fully liable for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease including but not limited to the payment of Base Rent and assumes Additional Rent and that the assignee or subtenant agrees to be bound by all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a subleaseterms, (A) Landlord is notconditions, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms provisions of this Lease. The foregoing If Tenant wants to assign, sublet or otherwise transfer all or part of the Premises or this Lease, then Tenant shall give Landlord written notice ("Tenant's Request Notice") of the identity of the proposed assignee or subtenant and its business, all terms of the proposed assignment or subletting, the commencement date of the proposed assignment or subletting (the "Proposed Sublease Commencement Date"), the area proposed to be assigned or sublet (the "Proposed Sublet Space") and such other information as Landlord may reasonably request. Tenant shall also transmit therewith the most recent financial statement or other evidence of financial responsibility of such assignee or subtenant and a certification executed by Tenant and such proposed assignee or subtenant stating whether any premium or other consideration is being paid for the proposed assignment or sublease. Any sublease, assignment or other transfer shall be effective on forms approved by Landlord and Tenant. Tenant assigns to Landlord any sum due to Tenant from any assignee, subtenant or occupancy of Tenant as security for Tenant's performance of its obligations pursuant to this Lease, provided, however, that Tenant shall have the license to collect such rents provided prior to the occurrence of an Event of Default. Following an Event of Default, Tenant authorizes each such assignee, subtenant or occupant to pay such sum directly to Landlord if such assignee, subtenant or occupant receives written notice from Landlord specifying that such rent shall be paid directly to Landlord. Landlord's collection of such rent shall not be construed as limiting an acceptance of such assignee, subtenant or waiving Landlord’s rightoccupant as a tenant nor a waiver of any default hereunder by Tenant. Notwithstanding anything in this Paragraph 12 to the contrary, provided no Event of Default exists under this Section 15Lease, to consent to an assignment, transfer, mortgage or other encumbrance would exist but for the pendency of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security cure periods provided for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periodsParagraph 17, Tenant shall have the rightmay, without the consent of Landlord Landlord's consent, but upon prior after providing written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, Lease or sublet the whole all or part any portion of the Premises to: to any Related Entity (aas hereinafter defined) provided that (i) any corporation or entity which controls Savvis in whole or the event of an assignment, such Related Entity assumes in partfull all of Tenant's obligations under this Lease; (ii) any corporation or entity resulting from the merger or consolidation of Savvis Landlord is provided with another corporation or entity or that acquires substantially all a counterpart of the assets fully executed agreement of Savvisassignment or sublease, which shall be in a form reasonably satisfactory to Landlord; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding to the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.extent Tenant
Appears in 1 contract
Sources: Lease (Electronic Arts Inc)
Assignment and Subletting. (a) Tenant Subtenant shall not have the right to assign, transfer, mortgage sell or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or assign any portion thereofor all of this Sublease or resublet the Sublease Premises, in whole or in part, without obtaining the express prior written consent of Landlord, Sublandlord (which consent shall not be unreasonably withheld, conditioned or delayed delayed) and Master Landlord in each instance. Further, this Sublease shall not be assigned by Landlordoperation of law. Except Any such attempted sublease or assignment without the prior written consent of Sublandlord and Master Landlord shall be null and void and of no force or effect. If Sublandlord and Master Landlord give their consent to any sublease or assignment of this Sublease or of any interest in this Sublease, neither shall thereby be barred from later refusing to consent to any further sublease or assignment. Any assignment or sublease must comply with the terms and provisions of the Main Lease and Master Landlord shall have all the rights reserved to Master Landlord as expressly permitted under Section 15(dset forth in the Lease. Each of the following events shall be deemed to constitute and assignment of this Sublease and shall require the prior written consent of Master Landlord and Sublandlord: (a) below, no any assignment or transfer by operation of law; (b) any involuntary assignment or transfer of this Lease in connection with bankruptcy, insolvency, receivership, or similar proceeding; or (c) any assignment or sublease to another person or entity to which substantially all of Subtenant’s assets are transferred; or (d) any assignment, transfer, disposition, sale or issuance of an interest or interests in Subtenant (whether stock, partnership interest or otherwise) to any person or entity, whether in a single transaction or in a series of related or unrelated transactions, which results in such person or entity holding a controlling interest in Subtenant. For purposes of this section 15, a “controlling interest” of Subtenant shall mean 50% or more of the aggregate issued and outstanding equitable interests (whether stock, partnership interests or otherwise) of Subtenant or the right ability to direct the affairs of occupancy hereunder may Subtenant. For purposes of this Sublease, Section 14.7 of the Main Lease shall not be effectuated incorporated herein. Subtenant shall reimburse Sublandlord for all fees, costs and expenses (including reasonable attorneys’ fees) charged to Sublandlord by operation Master Landlord in connection with any proposed assignment of law this Sublease or otherwise without any sublease of the prior written consent Subleased Premises or for any other work or thing done in the Subleased Premises by Subtenant as well as any fees, costs and expenses (including reasonable attorneys’ fees) incurred by Sublandlord in connection with any of Landlordthe foregoing. Any attempted assignment or transfer of the Sublease by Tenant of this Lease or its interest herein Subtenant or sublease of the Subleased Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any relieve Subtenant of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 1 contract
Sources: Sublease Agreement (Patient Safety Technologies, Inc)
Assignment and Subletting. (a) Tenant shall not have the right Not to assign, transfer, mortgage or otherwise encumber pledge this Lease or to sublease (which term shall be deemed to include the granting of concessions and licenses and the like) all or permit anyone to use or occupy any part of the Premises or suffer or permit this Lease or the leasehold estate hereby created or any portion thereofother rights arising under this Lease to be assigned, transferred or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the occupancy of the Premises by anyone other than Tenant, without the prior written consent of LandlordLandlord in each instance. In the event Tenant desires to assign this Lease or sublet any portion or all of the Premises, Tenant shall notify Landlord in writing of Tenant’s intent to so assign this Lease or sublet the Premises, which notice shall be accompanied by (a) with respect to an assignment of this Lease, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part of the Premises, (i) the material business terms on which Tenant would sublet such premises, and (ii) a description of the portion of the Premises to be sublet. Each such notice shall be deemed an offer from Tenant to Landlord whereby Landlord shall be granted the right, at Landlord’s option, (1) to suspend this Lease with respect to such space as Tenant proposes to sublease (the “Partial Space”), upon the terms and conditions hereinafter set forth, or (2) if the proposed transaction is an assignment of this Lease or a subletting of fifty percent (50%) or more of the rentable square footage of the Premises for a sublease term that expires later than twelve (12) months prior to the Expiration Date, to terminate this Lease with respect to the entire Premises. Such option may be exercised by notice from Landlord to Tenant within ten (10) business days after Landlord’s receipt of Tenant’s notice. If Landlord exercises its option to terminate this Lease as to the entire Premises, or to suspend this Lease as to a Partial Space, pursuant to the foregoing provisions, then (a) this Lease shall end and expire, or be suspended, with respect to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence (as if such date were the expiration date of the Term hereof), (b) Rent shall be apportioned, paid or refunded as of such date and Tenant’s Percentage shall be appropriately adjusted, (c) Tenant, upon Landlord’s request, shall enter into an amendment of this Lease ratifying and confirming such termination or suspension, and setting forth any appropriate modifications to the terms and provisions hereof, (d) Landlord shall be free to lease the Premises, or the portion thereof as to which such termination or suspension shall be effective, or any part thereof, to any person or persons, including, without limitation, to Tenant’s prospective assignee or subtenant, and (e) if the termination is only as to a Partial Space, Tenant shall be liable for all costs and expenses of segregating the Partial Space from the remaining Premises, and for the costs of separately demising the Partial Space from the remaining Premises. If Landlord does not elect to terminate or suspend this Lease as aforesaid, then Landlord’s consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no withheld to such assignment or transfer of this Lease or subletting, provided that the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty following conditions are met:
(20i) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee subtenant is not then, and has not within the twelve (12) months immediately preceding such request, been a tenant in the Building or sublessee to enable an entity with whom Landlord to make is dealing or has dealt within such twelve (12) month period regarding the determination called for above.possibility of leasing space in the Building;
(bii) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice grace period;
(iii) the assignee or subtenant shall use the Premises only for the Permitted Uses; and
(iv) the form and cure periods, substance of the proposed sublease or instrument of assignment is reasonably satisfactory to Landlord. Tenant shall have furnish Landlord with any information reasonably requested by Landlord to enable Landlord to determine whether the rightproposed assignment or subletting complies with the requirements contained herein, including, without limitation, financial statements relating to the proposed assignee or subtenant, which Landlord shall keep confidential.
(b) Tenant shall, promptly after Landlord’s request therefor, reimburse Landlord, as Additional Rent, for all reasonable legal fees and expenses incurred by Landlord in connection with any request by Tenant for such consent provided, however, with respect to each proposed sublease or assignment Tenant shall not be obligated to reimburse Landlord for more than $3,500.00 on account of such costs and expenses, unless such sublease or assignment does not occur in the ordinary course of business (e.g. is in connection with a bankruptcy or reorganization of Tenant) or involves an amendment to this Lease or other additional documentation (other than a customary Landlord’s consent to sublease or assignment agreement), or if Landlord provides unusual or extraordinary services in connection therewith. If Landlord consents thereto, no such subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the obligation to obtain the prior written consent of Landlord but upon prior written for any other subletting or assignment. If Tenant has not executed and delivered to Landlord an assignment or sublease within one hundred eighty (180) days after Landlord’s election not to terminate or suspend the Term hereof pursuant to the provisions of Section 6.2.1(a) above, then Tenant shall submit an additional notice to Landlord, and Landlord shall again have the right to terminate the Term in the case of a proposed assignment or to suspend this Lease pro tanto for the period and with respect to the space involved in the case of a proposed subletting, in accordance with the provisions of Section 6.2.1(a) as if Landlord’s prior election not to do so had not been made.
(c) If Tenant shall enter into any assignment of this Lease or any sublease of all or any portion of the Premises, and in connection with any such assignment or sublease Tenant receives rent or other consideration, either initially or over the term of the assignment or sublease, in excess of the Rent payable by Tenant hereunder, or in case of any sublease of part of the Premises in excess of the Rent fairly allocable to such part of the Premises (after first deducting Tenant’s reasonable actual out-of-pocket costs for construction of improvements in connection with said sublease and the reasonable third-party fees and expenses for brokerage, advertising, architectural, and legal services actually incurred by Tenant in connection with such assignment or sublease), amortized over the term of the assignment or sublease, then Tenant shall pay to Landlord, promptly after receipt thereof, as Additional Rent, fifty percent (50%) of the excess of each such payment of rent or other consideration received by Tenant. Within sixty (60) days after Landlord’s consent to such assignment or sublease (or if Landlord’s consent is not required hereunder, within such sixty (60) days after the date of such assignment or sublease), Tenant shall deliver to Landlord a complete list of Tenant’s reasonable third-party brokerage fees, legal fees and architectural fees paid or to be paid in connection with such transaction, together with a list of all of Tenant’s personal property to be transferred to such assignee or sublessee. Tenant shall deliver to Landlord evidence of the payment of such fees promptly after the same are paid.
(d) If Tenant is a corporation, the transfer by one or more transfers, directly or indirectly, by operation of law or otherwise, of a majority of the stock of Tenant shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this subsection (d) shall not apply to the transfer of shares of stock of Tenant if and so long as the voting of stock of Tenant is publicly traded on a nationally recognized stock exchange. For purposes of this subsection (d) the term “transfers” shall be deemed to include the issuance of new stock or of treasury stock which results in a majority of the stock of Tenant being held by a person or persons that do not hold a majority of the stock of Tenant on the date hereof. If Tenant is a partnership, the transfer (by one or more transfers) of a majority interest in the partnership shall be deemed a voluntary assignment of this Lease. If Tenant is a limited liability company, trust, or any other legal entity, the transfer (by one or more transfers) of a majority of the beneficial ownership interests in, or the right(s) to manage and/or direct the operations of, such entity, however characterized, shall be deemed a voluntary assignment of this Lease.
(e) Any assignment or transfer, whether made with Landlord’s consent or without Landlord’s consent because Landlord’s consent is not required pursuant to the applicable provisions of this Section 15 as 6.2.1, if and to the extent permitted hereunder, shall not be effective unless and until the assignee or transferee executes, acknowledges and delivers to Landlord an agreement in form and substance satisfactory to Landlord whereby the assignee (A) assumes Tenant’s obligations under this Lease (including, without limitation, the obligation to continue to operate for the Permitted Use), and (B) agrees that, notwithstanding such assignment or transfer, the provisions of this Section 6.2.1 shall be binding upon it with respect to all future assignments and transfers.
(f) Notwithstanding the foregoing provisions, Landlord’s prior consent were required, to assign shall not be required for an assignment of this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or Lease in connection with transactions with an entity which controls Savvis in whole acquires all or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvisor ownership interests in Tenant, or into or with which Tenant is merged or consolidated so long as: (i) such entity shall agree with Landlord to be bound by all of the obligations of Tenant hereunder; or (ii) such assignment shall not relieve Tenant of any of its obligations hereunder; and (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be was made for a legitimate independent business purpose and not for purposes the purpose of avoiding transferring this Lease.
(g) Notwithstanding the performance foregoing provisions, Landlord’s prior consent shall not be required for an assignment of Savvis’ obligations hereunder this Lease or (b) enter into any collocation a sublease of all or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction a portion of the day Premises to day management and policies an Affiliate of Tenant (but only for such corporation, whether through the ownership period of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.time as such
Appears in 1 contract
Sources: Lease (Tokai Pharmaceuticals Inc)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, mortgage assign or otherwise encumber sublet or in any manner transfer this Lease or sublease any estate or interest therein or permit anyone to the use or occupy occupancy of the Premises or any portion thereof, part thereof by anyone other than Tenant without the prior written consent of Landlord, which consent shall not be unreasonably withheld; provided, however, the consent of Landlord shall, at a minimum, be conditioned upon the fulfillment of the following requirements:
(a) Landlord shall be provided with at least ninety (90) days written notice prior to the effective date of any proposed assignment, subletting or delayed other transfer;
(b) Any proposed assignee, sublessee or other transferee shall assume, in a written instrument reasonably acceptable to Landlord, all of the obligations of Tenant hereunder;
(c) Any proposed assignee, sublessee or other transferee shall use the Premises for the purposes set forth in Section 7;
(d) Tenant shall in no way be released from any of its obligations under this Lease; and
(e) Tenant shall reimburse Landlord for legal fees and expenses reasonably incurred by LandlordLandlord in connection with such approval, and the drafting and preparation of appropriate documentation effectuating the assignment, subletting or other transfer. Except as expressly permitted under Section 15(d) below, no assignment Consent by Landlord to one or transfer more assignments of this Lease or to one or more sublettings of the right Premises shall not operate to exhaust Landlord’s rights under this Section. A “change of occupancy hereunder control” of Tenant, as defined in Section 16.6, hereof, to the extent not otherwise permitted under Section 16.6, shall constitute an assignment of this Lease. Notwithstanding the above, Tenant may be effectuated by operation assign this Lease or sublet all or any part of law the Premises to a parent or otherwise subsidiary of Tenant without Landlord’s consent, so long as such parent/subsidiary relationship shall continue. If Tenant, with or without the prior written previous consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to does assign or in any manner transfer this Lease or to sublease the Premises any estate or any portion thereofinterest therein, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting Tenant shall not in no way be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant released from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 1 contract
Sources: Sublease (Novavax Inc)
Assignment and Subletting. (a) 15.1 Tenant shall not have the right to assignnot, transfer, mortgage directly or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereofindirectly, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of assign this Lease or any interest herein or sublease the right Premises or any part thereof, or permit the use or occupancy of occupancy hereunder may the Premises by any person other than Tenant. Tenant shall not, directly or indirectly, without the prior written consent of Landlord, pledge, mortgage or hypothecate this Lease or any interest herein. This Lease shall not, nor shall any interest herein, be effectuated assignable as to the interest of Tenant involuntarily or by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment Notwithstanding the foregoing provisions this Section 15.1, Tenant shall have the right to assign or transfer by Tenant of this Lease or its interest herein or sublease of subleases the Premises or any portion thereof in violation to any existing lessee or prospective lessee of any portion of the Building without Landlord’s prior consent. Additionally, neither the use by, assignment to or subletting to any subsidiary, subsidiary of such subsidiary or affiliate of Tenant of all or a portion of the Premises shall be deemed an assignment or sublease for purposes of this Section 15 shallArticle 15.
15.2 If Landlord consents in writing, at Tenant may complete the option of intended assignment or sublease subject to the following covenants and conditions: (a) the assignment or sublease shall be on the same terms as set forth in the written notice given by Tenant to Landlord, constitute an Event (b) no assignment or sublease shall be valid and no assignee or subtenant shall take possession of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereofpart thereof until an executed duplicate original of such assignment or sublease has been delivered to Landlord, along with reasonably sufficient information about the proposed (c) no assignee or transferee subtenant shall have a right further to assign or sublessee sublease, and (d) all “excess rent” (as hereinafter defined) derived from such assignment or sublease shall be divided and paid fifty percent (50%) to enable Tenant and fifty percent (50%) to Landlord. As used in this section 15.3, “excess rent” shall mean the amount by which the total money and other economic consideration to be paid by the assignee or subtenant as a result of an assignment or sublease, whether denominated rent or otherwise, exceeds, in the aggregate, the total amount of rent which Tenant is obligated to pay to Landlord under this Lease (prorated to make reflect the determination called rent allocable to the portion of the Premises subject to such assignment or sublease), less the reasonable costs paid by Tenant for aboveadditional improvements installed in the portion of the Premises subject to such assignment or sublease by Tenant at Tenant’s sole cost and expense for the specific assignee or subtenant in question and reasonable leasing costs (such as brokers’ commissions and attorney’s fees but excluding carrying costs due to vacancy or any other cause) paid by Tenant in connection with such assignment or sublease, which costs of additional improvements and leasing costs shall be amortized without interest over the term of such assignment or sublease, unless, with respect to such additional improvements, such additional improvements have a useful life greater than the term of such assignment or sublease, in which case such additional improvements shall be amortized without interest over their useful life.
(b) 15.3 No assignment or sublease whatsoever shall release Tenant from Tenant’s obligations and liabilities under this Lease or alter the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. The consent acceptance of rent by Landlord to from any assignment or subletting other person shall not be construed as deemed to be a waiver by Landlord of any provision of this Lease. Consent to one assignment or release sublease shall not be deemed consent to any subsequent assignment or sublease. In the event of default by any assignee of Tenant from or any and all liability for successor of Tenant in the performance of all covenants and obligations any obligation to be performed by Tenant under this Lease, nor shall Landlord may proceed directly against Tenant without the collection or acceptance necessity of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any exhausting remedies against such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Leasesuccessor.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 1 contract
Sources: Office Lease (PeopleSupport, Inc.)
Assignment and Subletting. (a) Tenant shall not have the right to assign, sublease, transfer, mortgage pledge or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereof, interest therein without the Landlord's prior written consent of Landlordconsent, which whose consent shall not be unreasonably withheld, conditioned conditioned, delayed or delayed denied, except (1) to an affiliate of Tenant or (2) to a purchaser of all or substantially all the business of Tenant or a successor-in-interest to the business of Tenant so long as (A) Tenant's obligations hereunder are assumed by Landlord. Except the acquiring entity or successor in interest and (B) the tangible net worth of the surviving or created entity is not less than the tangible net worth of Tenant as expressly permitted under Section 15(d) below, no assignment or transfer of the date of execution of this Lease Lease: or the right Tenant shall in no event be allowed to enter into a partial assignment of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlordtenant's leasehold interest. Any attempted assignment assignment, sublease or other transfer or encumbrance by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of the terms and covenants of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for aboveParagraph shall be void.
(b) The In the event that Tenant shall desire Landlord's consent by Landlord to any either the subletting of the Premises in whole or in parts or the assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for Tenant's entire interest under the performance of all covenants and obligations to be performed by Tenant under this Lease, nor Tenant shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. give Landlord one (1) month's prior written notice thereof
(c) Notwithstanding Landlord’s 's consent to any assignment or subletting shall not be construed as relieving by Tenant, Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder for the full and Savvis Communications Corporation shall remain faithful performance of the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 covenants and conditions of this Lease andunless expressly released in writing by Landlord.
(d) Should Landlord consent to such assignment of the Lease, or to a sublease of all or any part of the Leased Premises, Tenant does hereby guarantee payment of all rent herein reserved until the expiration of the term hereof and no failure of Landlord to promptly collect from any assignee or sublessee, or any extension of the time for payment of such rents, shall release or relieve Tenant from its guaranty or obligation of payment of such rents. Any assignment by Landlord shall not relieve Tenant of its obligations hereunder.
(e) The form of the Sublease is substantially the same form as the current lease. The Sublessee shall provide first, last and security deposits.
(f) Reasonable grounds for deciding the Tenant's request by Landlord include: (i) Financial strength of the proposed sublessee/assignee must be at least equal to that of the existing tenant; (ii) Business reputation of the proposed sublessee/assignee must be in accordance with generally acceptable commercial standards; (iii) Use of the case premises by the proposed sublessee/assignee; (iv) Use of an assignment the premises will not violate any other agreements affecting the premises, Landlord or other tenants. The Sublessee shall provide such assignee is bound financial statements as may be reasonably requested by Landlord, which Landlord shall use to help deem financial acceptability.
(g) The Sublessee shall pay its rent payments directly to Landlord under the terms and conditions of this Lease the sublease. Tenant and assumes all of Landlord shall execute separate agreement allowing the obligations sublease that the sublease and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease agreement shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Leasecontingent upon one another.
(ch) If The covenants in this Lease is or Paragraph concerning assignment shall be assigned by Landlord to any Lender as additional security for such mortgage loanrun with the land and shall bind Tenant and Tenant's heirs, the consent of such Lender (if required by the terms of the applicable loan documents) shall be requiredexecutors, when applicableadministrators, in the same manner as personal representatives, successors and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lenderpermitted assigns.
(di) Notwithstanding In the foregoing, so long as event that Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the a corporation (other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any than a corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called whose stock is regulary traded on a “related entity”nationally recognized stock exchange), provided the conveyance of any stock in such transfer must corporation shall be for deemed to be an assignment of Tenant's leasehold interest hereunder. Should Tenant be a legitimate business purpose and not for purposes of avoiding partnerships the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies dissolution of such corporation, whether through partnership or the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event assignment of any assignmentinterest therein by any general partner thereof shall also be determed to be an assignment of Tenant's leasehold interest, sublettinghereunder. Any such assignment of partnership interest or conveyanceof corporate stock in Tenant, or other transfer under this Leaseas the case may be, Savvis shall remain liable for performance and compliance with all of therefore be subject to the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderrestrictions set forth herein.
Appears in 1 contract
Sources: Office Lease Agreement (Zix Corp)
Assignment and Subletting. (a) Tenant Lessee shall not have the right to assign, transfer, mortgage or otherwise encumber assign this Lease or sublease or permit anyone to use or occupy the Premises lease or any portion thereof, interest therein or sublet the premises or any part thereof without first obtaining the prior written consent of Landlord, which the Lessor. Such consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the arbitrarily withheld if proposed assignee or transferee subtenant is of good moral character and financial responsibility. Lessee shall have the right at any time, upon ten(10) days written notice to Lessor, to sublet all or sublessee to enable Landlord to make part of the determination called for above.
(b) The consent by Landlord Leased Premises to any related corporation or entity which controls Lessee, is controlled by Lessee or is under common control of Lessee. A consent to one assignment of subletting or subletting use by any other person shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations deemed to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment subsequent assignment, subletting or subletting use, and shall not be construed as relieving Tenant release Lessee from the obligation of complying with any obligations pursuant to the provisions of Section 15(a) above, as applicable, with respect this lease unless agreed to any subsequent assignment or sublettingby Lessor. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s The consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved release Lessee from any plans or specifications for renovations obligations pursuant to the Premises intended by provisions of this lease. Any such assignee subsequent unapproved assignment, subletting or sublessee and that use shall terminate this lease at the option of Lessor. This lease shall not nor shall any such work interest therein be assignable as to the Premises must be conducted in accordance with interest of the terms Lessee by operation of this Leaselaw without the written consent of Lessor. The foregoing This lease shall not be construed as limiting assigned or waiving Landlord’s righttransferred by any process of insolvency or bankruptcy, under this Section 15either voluntary or involuntary, to consent to an assignmentnor by receivership proceedings nor by operation of law. If Lessee shall become insolvent, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is if proceedings in bankruptcy or insolvency shall be assigned instituted by Landlord to any Lender as additional security or against the Lessee, or if the Lessee shall make an assignment for such mortgage loanthe benefit of creditors, the consent of such Lender (or if required by the terms of the applicable loan documents) a receiver or trustee shall be requiredappointed to Lessee's property, when applicableand Lessee cannot vacate, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from release, dismiss or otherwise correct such event within sixty (60) days after such event occurs, then any such Lender.
(d) Notwithstanding event shall be deemed a default on the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from Lessee under this lease and shall give rise to all the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all rights and remedies of the assets Lessor provided by this lease or by law, including not by way of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each limitation, the immediate right to terminate this lease and all rights of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, Lessee in the event of any assignmentLeased Premises, subletting, or other transfer under this Lease, Savvis shall remain liable for performance all improvements and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderfixtures located thereon.
Appears in 1 contract
Sources: Lease Agreement (Ecollege Com)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfertransfer or hypothecate the leasehold estate under this Lease, mortgage or otherwise encumber this Lease any interest therein, and shall not sublet the Premises, or sublease any part thereof, or permit anyone any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or occupy any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. Tenant shall, by 30 days’ written notice, advise Landlord of its intent to sublet the Premises or any portion thereofthereof for any part of the term hereof. As a condition for granting its consent to any subletting, Landlord may require that Tenant agrees to pay to Landlord, as additional rent, all rents or other considerations received by Tenant from its subtenants in excess of the rent payable by Tenant to Landlord hereunder and the costs incurred by Tenant to acquire, document, and perform under the transfer, including without limitation, brokerage commission, fit up cost for the transferee, attorneys’ fees, and the cost incurred by Tenant to provide any other services or equipment to the transferee. Tenant shall, by 30 days’ written notice, advise Landlord of its intent to sublet substantially all of the Premises for substantially all of the remaining term hereof which notice may be given prior to Tenant’s identification of a particular transferee. If Tenant intends to assign the lease or sublet substantially all of the Premises for substantially all of the remaining term, then upon receipt of said notice, Landlord may, in its sole discretion, elect to terminate this Lease as to the portion of the Premises described in Tenant’s notice on the date specified in Tenant’s notice. If Tenant intends to assign the Lease or sublet substantially all of the Premises and Landlord elects to terminate this Lease, this Lease shall be terminated on the date specified in Tenant’s notice. In the event Tenant is allowed to assign, transfer or sublet the whole or any part of the Premises, with the prior written consent of Landlord, which consent no assignee, transferee or subtenant shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment assign or transfer this Lease, either in whole or in part, or sublet the whole or any part of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise premises, without also having obtained the prior written consent of Landlord. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant from any of Tenant’s obligations hereunder to be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any attempted assignment such assignment, transfer, hypothecation, subletting, occupation or transfer by Tenant use without such consent shall be void and shall constitute a breach of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 by Tenant and shall, at the option of LandlordLandlord exercised by written notice to Tenant, constitute an Event of Default under terminate this Lease. The leasehold estate under this Lease shall not, nor. shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord. As a condition to its consent, Landlord may require Tenant agrees to give pay all its reasonable expenses in connection with the assignment up to a maximum of $500, and Landlord at least twenty may require Tenant’s assignee or transferee (20or other assignees or transferees) days’ advance to assume in writing all of the obligations under this Lease and for Tenant to remain liable to landlord under the Lease. Notwithstanding anything to the contrary in the Lease (A) Tenant may, without Landlord’s prior written notice consent and without any participation by Landlord in assignment and subletting proceeds, sublet the Premises or assign the Lease to: (i) a subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant; (ii) a successor corporation related to Tenant by merger, consolidation, non-bankruptcy reorganization, or government action; or (iii) a purchaser of substantially all of Tenant’s intention assets located in the Premises, (B) sale or issuance of Tenant’s capital stock through any public exchange, national market or over-the counter or in consideration of contributions of capital to assign the Tenant, shall not be deemed an assignment, subletting, or any other transfer this of the Lease or to sublease the Premises or any portion thereofPremises, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
and (bC) The Landlord’s consent by Landlord to any proposed assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Leaseunreasonably withheld, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Leaseconditioned, or sublet the whole or part of the Premises to: delayed and Landlord shall respond within thirty (a30) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderdays.
Appears in 1 contract
Assignment and Subletting. (a) Tenant shall not have the right to either voluntarily or by operation of law, assign, transfer, mortgage mortgage, pledge, or otherwise encumber this Lease or sublease any interest therein, and shall not sublet the said Premises or permit anyone any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use or occupy the said Premises or any portion thereof, without the prior written consent of LandlordLandlord first had and obtained, which consent shall not be unreasonably withheld; provided however, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no that Landlord in the exercise of its good faith business judgment may refuse to approve the assignment or transfer of sublease and shall promptly provide Tenant with the reasons for its refusal. In the event Tenant desires to assign this Lease or any interest therein or sublet all or part of the right Premises, Tenant shall give Landlord written notice thereof, which notice shall include (i) the name of occupancy hereunder may the proposed assignee, subtenant or occupant ("Transferee"), (ii) reasonable financial information regarding the Transferee, (iii) a description of the Transferee's business to be effectuated by operation carried on in the Premises, and (iv) the terms of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant sublease and a description of this Lease or its interest herein or sublease the portion of the Premises to be affected. Tenant shall also provide Landlord such additional information regarding the Transferee or any the proposed assignment or sublease as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall have the right to assign or sublet the premises, or a portion thereof thereof, to a wholly owned affiliated company or subsidiary, without the Landlord's consent. Tenant shall be required, however, to give written notice to Landlord in violation advance of such assignment or sublet and to prepare assignment or sublet agreements on forms that are reasonably satisfactory to Landlord. In no event shall such assignment or sublet release Tenant from its obligations under the terms of this Section 15 Lease. Consent to one assignment, subletting, occupation or use by any other person shall not be deemed to a consent to any subsequent assignment, subletting, occupation or use by another person. Any assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute an Event of Default a default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 1 contract
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfersublease, mortgage transfer or otherwise encumber this Lease or any interest therein. Any attempted assignment, sublease, transfer or encumberance by Tenant in violation of the terms and covenants of this paragraph shall be void.
(b) If Tenant requests Landlord's consent to an assignment of this Lease or subletting of all or any part of the Premises, Landlord shall either (i) approve such sublease or permit anyone assignment (but no approval of any assignment or sublease shall relieve Tenant of any liability hereunder), (ii) negotiate directly with the proposed subtenant or assignee and (in the event Landlord is able to use reach agreement with such proposed subtenant or occupy assignee), upon execution of a lease with such proposed subtenant or assignee, terminate this Lease (in part or in whole, as appropriate) upon thirty (30) days' notice, or (iii) if Landlord should fail to notify Tenant in writing of its decision within a thirty (30) day period after Landlord is notified in writing of the Premises proposed assignment or any portion thereofsublease, Landlord shall be deemed to have refused to consent to an assignment or subleasing, and to have elected to keep this Lease in full force and effect.
(c) Tenant shall not, without the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of sublet this Lease to the parent or the right subsidiary of occupancy hereunder may be effectuated by operation of law a corporate lessee or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respectsconnection with a consolidation, and to any amendmentsmerger, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 sale of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all controlling interest of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such LenderTenant.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the All cash or other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event proceeds of any assignment, subletting, sale or other transfer under sublease of Tenant's interest in this Lease, Savvis whether consented to by Landlord or not, shall remain liable be paid to Landlord notwithstanding the fact that such proceeds exceed the Rent called for performance hereunder, unless Landlord agrees to the contrary in writing, and compliance with Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. This covenant and assignment shall benefit Landlord and its successors in ownership of the termsProject and shall bind Tenant and Tenant's heirs, conditions executors, adminis- trators, personal representatives, successors and assigns. Any assignee, sublesee or purchaser of Tenant's interest in this Lease (any such assignee, sublesee or purchaser being hereinafter referred to as "Successor"), by assuming Tenant's obligations hereunder shall be deemed to have assumed liability to Landlord for all amounts paid to persons other than Landlord by such Successor in consideration of any such assignment, sale or subletting, in violation of the provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderhereof.
Appears in 1 contract
Assignment and Subletting. (a) Except as otherwise expressly permitted by this Lease, Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereofnot, without the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld or delayed, conditioned assign or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of hypothecate this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of any interest in this Lease or its interest herein or sublease of Lease, sublet the Premises or any portion thereof part of them, or license the use of the Premises by any party other than Tenant. Neither this Lease nor any interest in violation this Lease shall be assignable without the consent of this Section 15 Landlord, which shall not be unreasonably withheld or delayed. Any of the previous acts without consent shall be void and shall, at the option of Landlord, constitute an Event of Default a default under this Lease. Landlord shall respond to Tenant's request for sublease within fifteen (15) days of receiving a written request from Tenant agrees to give Landlord at least twenty (20) days’ advance written notice and receipt of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient documentation regarding description and financial condition of proposed Tenant and other necessary information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for aboveas required by Landlord.
(b) The No sublessee shall have a right to further sublet without Landlord's prior consent, which may not be unreasonably withheld, and any assignment by a sublessee of the sublease shall be subject to Landlord's prior consent in the same manner as if Tenant were entering into a new sublease.
(c) In the case of an assignment or subletting, fifty percent (50%) of any sums or economic consideration received by Tenant as a result of the assignment or subletting shall be paid to Landlord after first deducting (i) in the case of a sublet, the rental due under this Lease, prorated to reflect only rental allocable to the sublet portion of the Premises, (ii) any tenant improvements paid for by tenant, and (iii) the cost of any real estate commissions, reasonable attorney fees, or other third party professional services paid by Tenant in connection with the assignment or subletting.
(d) Regardless of Landlord's consent, no subletting or assignment shall release or alter Tenant's obligation or primary liability to pay the rental and perform all other obligations under this Lease. Consent to one assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s deemed consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to In the event of default by any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business successor of Tenant in the Premises which is a permitted use pursuant to Section 4 performance of this Lease and, in the case any of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting , after notice of default to Tenant pursuant to Section 18 and the expiration of any applicable cure period, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against the assignee or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Leasesuccessor.
(ce) If Tenant assigns this Lease is Lease, sublets the Premises, or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without requests the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, hypothecation, or other transfer action requiring Landlord's consent under this Lease, Savvis Tenant shall remain liable pay Landlord's reasonable attorney fees incurred in connection with the action, not to exceed seven hundred Fifty ($750.06) dollars.
(f) Despite any other provision of this Article 15, Landlord has the option, by written notice to Tenant (Recapture Notice) within thirty (30) days after receiving any request for performance and compliance with all assignment or subletting, to recapture the subject space by terminating this Lease for the Subject Space or taking an assignment or a sublease of the termssubject space from Tenant. A timely Recapture Notice terminates this Lease or creates an assignment or a sublease for the subject space for the same term as the proposed assignment or subletting, conditions and provisions effective as of the date specified in the request for assignment or subletting. If Landlord declines or fails timely to deliver a Recapture Notice, Landlord shall have no further right under this Lease, Section 15 to the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereundersubject space unless it becomes available again after assignment or subletting by Tenant.
Appears in 1 contract
Sources: Lease Agreement (Euniverse Inc)
Assignment and Subletting. (a) 1. Except for Permitted Transfers, Tenant shall not have the right to assign, transfer, mortgage assign or otherwise encumber in any manner transfer this Lease or sublease any estate or permit anyone to use or occupy the Premises or any portion thereof, interest therein without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned nor sublet said premises or delayed any part or parts thereof or permit the use or occupancy of the Leased Premises or any part thereof by Landlordanyone other than Tenant without like consent. Except as expressly permitted under Section 15(d) below, no Consent by Landlord to one or more assignment or transfer of this Lease or to one or more subletting of said Leased Premises shall not operate to exhaust Landlord’s rights under this Article. In the right of occupancy hereunder may be effectuated by operation of law event that Tenant, with or otherwise without the prior written previous consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to does assign or in any manner transfer this Lease or to sublease the Premises any estate or any portion thereofinterest therein, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting Tenant shall not in no way be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant released from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment The following shall be subject and subordinate deemed to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 be an assignment of this Lease andwithin the meaning of this Article: (a) the sale, issuance, or transfer of any voting capital stock or membership interests of Tenant or of Tenant’s permitted assigns and subtenants (if Tenant or such assigns or subtenants be a non-public corporation or limited liability company), which results in a change in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities voting control of Tenant hereunder thereafter arisingor such assigns or subtenants; (b) the sale, issuance, or transfer of any partnership interest in Tenant or in Tenant’s permitted assigns and subtenants (if Tenant or such assigns or subtenants be a partnership); and (c) the death or incapacity of Tenant or of Tenant’s permitted assigns and subtenants if Tenant or such assigns or subtenants be a natural person).
2. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) event that Tenant requests Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent approval to any assignment assignment, subletting or sublease does not affect the obligations other transfer of Landlord or Tenant under Tenant’s interest in this Lease, then Tenant shall reimburse Landlord, as additional rent, for any costs and Landlord’s consent to expenses including attorney fees and expenses incurred by Landlord in connection with any such assignment proposed assignment, sublease or sublease shall not be construed to mean that Landlord has approved any plans other transfer and the drafting and preparation of appropriate documentation effectuating the assignment, subletting or specifications for renovations other transfer in question.
3. Provided, however, and notwithstanding anything to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted contrary contained in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have be permitted to assign this Lease or sublease all or part of the right, Leased Premises without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any to a corporation or other entity into which controls Savvis in whole Tenant may merge, which Tenant may acquire, or in part; which Tenant may consolidate with, (ii) to any corporation parent, affiliate or entity resulting from the merger or consolidation subsidiary of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; Tenant, or (iii) any corporation to a purchaser of substantially all of Tenant’s assets or entity controlled a controlling interest in whole the outstanding voting stock or in part by Savvis ownership interests of Tenant) (each of (i)-(iii) hereinafter called each, a “related entityPermitted Transfer”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 1 contract
Sources: Lease Agreement (EnSync, Inc.)
Assignment and Subletting. (a) Except as provided in Section (b) below, Tenant shall not have the right to assign, transfer, mortgage enter into nor permit any Transfer voluntarily or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereofby operation of law, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned delayed or delayed conditioned. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if (i) the proposed transferee is an existing tenant of Landlord or an affiliate of Landlord, (ii) the business, business reputation or creditworthiness of the proposed transferee is unacceptable to Landlord, or (iii) Tenant is in default under this Lease or any act or omission has occurred which would constitute a default with the giving of notice and/or the passage of time. A consent to one Transfer shall not be deemed to be a consent to any subsequent Transfer. In no event shall any Transfer relieve Tenant from any obligation under this Lease. Landlord’s acceptance of Rent from any person shall not be deemed to be a waiver by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer Landlord of any provision of this Lease or the right of occupancy hereunder may to be effectuated by operation of law or otherwise without the prior written a consent of Landlordto any Transfer. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof Transfer not in violation of conformity with this Section 15 shall, 21 shall be void at the option of Landlord.
(b) Landlord’s consent shall not be required in the event of any Transfer by Tenant to an Affiliate provided that (i), constitute Tenant provides Landlord notice of the Transfer at least 15 days prior to the effective date, and (ii) in the case of an Event assignment or sublease, Tenant delivers to Landlord within 30 days after the effective date an assumption agreement executed by Tenant and the Affiliate, together with a certificate of Default insurance evidencing the Affiliate’s compliance with the insurance requirements of Tenant under this Lease.
(c) The provisions of subsection (a) above notwithstanding, if Tenant proposes to Transfer all of the Premises (other than to an Affiliate), Landlord may terminate this Lease, either conditioned on execution of a new lease between Landlord and the proposed transferee or without that condition. If Tenant proposes to enter into a Transfer of less than all of the Premises (other than to an Affiliate), Landlord may amend this Lease to remove the portion of the Premises to be transferred, either conditioned on execution of a new lease between Landlord and the proposed transferee or without that condition.
(d) If any assignment or sublease provides for the receipt by, on behalf of or on account of Tenant of any consideration of any kind whatsoever (including, without limitation, a premium rental for a sublease or a lump sum payment for an assignment) in excess of the Minimum Annual Rent and/or additional rent payable under this Lease (or in the case of a subletting of less than all of the Premises, in excess of the pro rata portion of the Minimum Annual Rent and/or additional rent allocable to the portion of the Premises proposed to be sublet), any such excess shall be retained by Tenant.
(e) If Tenant requests Landlord’s consent to a Transfer, Tenant shall provide Landlord, at least 15 days prior to the proposed Transfer, current financial statements of the transferee certified by an executive officer of the transferee, a complete copy of the proposed Transfer documents, and any other information Landlord reasonably requests. Immediately following any approved assignment or sublease, Tenant shall deliver to Landlord an assumption agreement reasonably acceptable to Landlord executed by Tenant and the transferee, together with a certificate of insurance evidencing the transferee’s compliance with the insurance requirements of Tenant under this Lease. Tenant agrees to give reimburse Landlord at least twenty (20) daysfor reasonable administrative and attorneys’ advance written notice fees in connection with the processing and documentation of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called Transfer for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. which Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Leaserequested.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 1 contract
Sources: Lease Agreement (Shutterfly Inc)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereof, without the Without Landlord’s prior written consent of Landlord, which (such consent shall not be unreasonably withheld, conditioned or delayed by Landlorddelayed) Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises (each being a “Transfer”) and any attempt to do any of the foregoing shall be void and of no effect. Except as expressly permitted under Section 15(d) belowFor purposes of this Paragraph 17, no assignment or a transfer of the ownership interests controlling Tenant shall be deemed a Transfer of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the right Premises, or any part thereof, to a successor entity as a result of occupancy hereunder may be effectuated merger, consolidation or sale of all or any portion of Tenant’s assets or any entity controlling Tenant, controlled by operation of law Tenant or otherwise under common control with Tenant (a “Tenant Affiliate”), without the prior written consent of Landlord. Any attempted assignment or transfer by ; provided, however, Tenant of shall provide at least ten (10) days written notice prior to assigning this Lease to, or its interest herein entering into any sublease with, any Tenant Affiliate. Tenant shall reimburse Landlord for all of Landlord ‘s reasonable out-of-pocket expenses in connection with any Transfer, other than to a Tenant Affiliate. Upon Landlord’s receipt of Tenant’s written notice of a desire to assign or sublease of sublet the Premises or any portion part thereof in violation of this Section 15 shall(other than to a Tenant Affiliate), at the option of LandlordLandlord may, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance by giving written notice to Tenant within thirty (30) days after receipt of Tenant’s intention to assign notice, terminate this Lease, or transfer partially terminate this Lease with respect to a partial subletting of the Premises, with respect to the space described in Tenant’s notice, as of the date specified in Tenant’s notice for the commencement of the proposed assignment or sublease (at which time Tenant shall be relieved from further obligation under this Lease with respect to sublease that portion of the Premises or so terminated, but shall remain liable for all Base Rent, Operating Expenses and all other amounts accrued hereunder to the date of such termination). Notwithstanding anything herein to the contrary, Landlord hereby consents to any portion thereofsubletting by Tenant, along with reasonably sufficient information about for the proposed assignee or transferee or sublessee to enable Landlord to make period from the determination called for abovedate hereof until the Commencement Date of this Lease, of space in the Building currently occupied by Savanet.
(b) The consent by Landlord to Notwithstanding any assignment Transfer, Tenant and any guarantor or subletting surety of Tenant’s obligations under this Lease shall not be construed as a waiver or release of Tenant from any at all times remain fully responsible and all liability liable for the performance payment of the rent and for compliance with all covenants of Tenant’s other obligations under this Lease (regardless of whether Landlord’s approval has been obtained for any such Transfer). In the event that the rent due and obligations to be performed payable by Tenant a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefore or incident thereto) exceeds the rental payable under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of then Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject bound and subordinate obligated to this Lease in pay Landlord as additional rent hereunder one-half of all respects, such excess rental and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. other excess consideration within ten (“Savvis”10) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound days following receipt thereof by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this LeaseTenant.
(c) If this Lease is assigned or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: is subleased (a) (i) any corporation or entity which controls Savvis whether in whole or in part; (ii) any corporation or entity resulting from in the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all event of the assets mortgage, pledge, or hypothecation of Savvis; Tenant’s leasehold interest or (iii) grant of any corporation concession or entity controlled license within the Premises or if the Premises be occupied in whole or in part by Savvis (each anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding subparagraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of (i)-(iii) hereinafter called rent or application thereof by Landlord, however, shall be deemed a “related entity”)waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directorsduties, or otherwiseobligations hereunder. Notwithstanding Any approved assignment or sublease shall be expressly subject to the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance terms and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty . Landlord’s consent to any Transfer shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereundernot waive Landlord’s rights as to any subsequent Transfers.
Appears in 1 contract
Sources: Sublease (MetaMorphix Inc.)
Assignment and Subletting. (a) 7.1 Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber assign this Lease or sublease any of Tenant’s rights or obligations hereunder, or sublet or permit anyone to use or occupy the Premises or any portion part thereof, without the Landlord’s prior written consent of Landlordconsent, which consent shall not be unreasonably withheldwithheld or delayed, conditioned provided Landlord reasonably determines that the proposed assignee or delayed by Landlordsubtenant (i) is of a type and quality consistent with a first-class office building, and (ii) has the financial capacity to undertake and perform the obligations of the sublease or of this Lease. Except as expressly permitted under Section 15(d) below, no No assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated effected by operation of law or otherwise without the Landlord’s prior written consent of Landlordas provided above. Any attempted assignment assignment, subletting or transfer by Tenant occupancy, Landlord’s consent thereto or Landlord’s collection or acceptance of this Lease rent from any assignee, subtenant or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting occupant shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Leasehereunder. Any assignment, nor shall the subletting or occupancy, Landlord’s consent thereto or Landlord’s collection or acceptance of rent from any assignee, transferee subtenant or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting occupant shall not be construed as relieving Tenant or any 1 assignee, subtenant or occupant from the obligation of complying obtaining Landlord’s prior written consent to any subsequent assignment, subletting or occupancy. Tenant assigns to Landlord any sum due from any assignee, subtenant or occupant of Tenant as security for Tenant’s performance of its obligations pursuant to this Lease. Following an Event of Default, Tenant authorizes each such assignee, subtenant or occupant to pay such sum directly to Landlord if such assignee, subtenant or occupant receives written notice from Landlord specifying that such rent shall be paid directly to Landlord. Landlord’s collection of such rent shall not be construed as an acceptance of such assignee, subtenant or occupant as a tenant. All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. If the provisions Lease Term or Tenant’s right of Section 15(apossession shall terminate prior to the stated expiration of the Lease Term, then, at Landlord’s option in its sole and absolute discretion, Landlord may (but shall not be required to) abovesucceed to the rights of Tenant under any or all subleases or assignments entered into by Tenant. Tenant shall not mortgage, as applicablepledge or encumber this Lease without Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed. For all purposes of this Lease, the term “sublet” or “subletting” shall include any assignment of Tenant’s rights with respect to the relevant portion of the Premises.
7.2 If Tenant is a partnership, then any subsequent dissolution of Tenant or a withdrawal or change, whether voluntary, involuntary or by operation of law, of partners owning a controlling interest in Tenant shall be deemed an assignment of this Lease subject to this Article. Subject to Section 7.5 below, if Tenant is a corporation, then any dissolution, merger, consolidation or other reorganization of Tenant, or any sale or transfer of a controlling interest of its capital stock, other than a sale or transfer undertaken in the context of tenant becoming a publicly-held corporation listed on a national stock exchange or trading in the over-the-counter market, shall be deemed an assignment of this Lease subject to this Article. If any assignment is deemed to have occurred pursuant to this Section, the assignee shall be deemed to be paying fair market rent for purposes of determining the excess rent referred to in Section 7.4 below.
7.3 In order to request the consent of Landlord to an assignment, sublease or other transfer (other than to a Permitted Transferee) of all or part of the Premises or this Lease pursuant to this Article, Tenant shall give Landlord written notice (“Tenant’s Request Notice”) of the identity of the proposed assignee or subtenant and its business, all terms of the proposed assignment or subletting. Any such sublease , the commencement date of the proposed assignment or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. subletting (the “SavvisProposed Sublease Commencement Date”) and the area proposed to be assigned or sublet (the “Proposed Sublet Space”). Tenant shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain also transmit therewith the Guarantor hereunder. Any most recent financial statement or other evidence of financial responsibility of such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not becomesubtenant, a party certification executed by Tenant and such proposed assignee or subtenant stating whether (and to such what extent) any premium or other consideration is being paid for the proposed assignment or sublease, and (B) Landlord’s consent all other information requested by Landlord concerning such proposed assignee or subtenant.
7.4 If, pursuant to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent the agreements or understandings effecting or relating to any sublease, assignment or sublease does not affect other transfer (whether by operation of law or otherwise), the obligations subtenant, assignee or other transferee is to pay any amount in excess of Landlord or Tenant the sum of (i) the rent and other charges due under this Lease, and Landlord’s consent to such (ii) the reasonable costs incurred by Tenant in obtaining the assignment or sublease (including legal fees, brokerage commissions, advertising costs and tenant concessions), then, whether such excess be in the form of an increased rental, lump sum payment, payment for the sale or lease of fixtures or other leasehold improvements or any other form (and if the applicable space does not constitute the entire Premises, the existence of such excess shall not be construed determined on a pro rata basis), Tenant shall pay to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work excess upon such terms as shall be specified I by Landlord and in no event later than ten (10) days after Tenant receives (or is deemed to have received) such excess. Landlord shall have the Premises must right to inspect Tenant’s books and records relating to any sublease, assignment or other transfer. Any sublease, assignment or other transfer shall be conducted in accordance with effected on forms reasonably approved by Landlord.
7.5 Notwithstanding the terms foregoing provisions of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periodsArticle VII, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were requiredbut without Landlord’s consent, to assign this Lease, or to sublet the whole all or any part of the Premises to: Premises, to (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the a merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”)Learning Tree International, provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder Inc. or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean corporation succeeding to all the power to direct or cause business and assets of Learning Tree International, Inc., provided that the direction net worth of the day surviving or successor entity is at least equal to day management and policies the net worth of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all Tenant as of the terms, conditions and provisions date of execution of this Lease, and provided that the Guaranty net worth of such surviving or successor entity is at least equal to the net worth of Tenant immediately prior to such merger, consolidation or transfer. Notwithstanding the foregoing provisions of this Article VII, Tenant shall remain have the right, upon prior written notice to Landlord, but without Landlord’s consent, to assign this Lease, or to sublet all or any part of the Premises, to any affiliates of Tenant. An Affiliate of Tenant is any entity that controls, is controlled by, or is under common control with Tenant. Any entity to which this Lease is assigned or to which the Premises are sublet pursuant to the terms of this Section 7.5 shall be referred to in full force and effectthis Lease as a “Permitted Transferee.” Sections 7.2, 7.3, and Savvis Communications Corporation 7.4 shall remain the Guarantor hereundernot apply to any assignment or subletting undertaken pursuant to this Section 7.5.
Appears in 1 contract
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber hypothecate the leasehold estate under this Lease, or any interest therein, and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. As a condition for granting this consent to any assignment, transfer, or subletting, Landlord may require that Tenant agrees to pay to Landlord, as additional rent, all rents or additional consideration received by Tenant from its assignees, transferees, or subtenants in excess of the rent payable by Tenant to Landlord hereunder. Tenant shall, by thirty (30) days written notice, advise Landlord of its intent to assign or transfer Tenant's interest in the Lease or sublease or permit anyone to use or occupy sublet the Premises or any portion thereofthereof for any part of the term hereof. Tenant may proceed to locate an acceptable sublessee, without assignee, or other transferee for presentment to Landlord for Landlord's approval, all in accordance with the terms, covenants, and conditions of this paragraph 19. In the event Tenant is allowed to assign, transfer or sublet the whole or any part of the Premises, with the prior written consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the whole or any part of the Premises, without also having obtained the prior written consent of Landlord which consent shall not be unreasonably withheld. A consent of Landlord to one assignment, conditioned transfer, hypothecation, subletting, occupation or delayed use by Landlordany other person shall not release Tenant from any of Tenant's obligations hereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Except as expressly permitted under Section 15(d) belowAny such assignment, no assignment transfer, hypothecation, subletting, occupation or transfer use without such consent shall be void and shall constitute a breach of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 and shall, at the option of LandlordLandlord exercised by written notice to Tenant, constitute an Event of Default under terminate this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer The leasehold estate under this Lease or shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord which consent shall not be unreasonably withheld. As a condition to sublease its consent, Landlord may require Tenant to pay all expenses in connection with the Premises or any portion thereofassignment, along with reasonably sufficient information about the proposed and Landlord may require Tenant's assignee or transferee (or sublessee other assignees or transferees) to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease assume in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes writing all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, Lease and Landlord’s consent for Tenant to such assignment or sublease shall not be construed remain liable to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15Lease. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such LenderSee Paragraph 48.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 1 contract
Sources: Lease Agreement (Accelgraphics Inc)
Assignment and Subletting. (a) A. Tenant shall not have the right to assign, transfer, mortgage assign this lease or otherwise encumber this Lease or sublease or permit anyone to use or occupy sublet the Premises whole or any portion thereofpart of the premises, or allow, for valuable consideration, the occupancy of all or any part of the premises by another, without the prior written consent of Landlord (20). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this lease. Upon the occurrence of an "event of default" as hereinafter defined, if the premises or any part thereof are then assigned or sublet, Landlord, which consent shall not be unreasonably withheldin addition to any other remedies herein provided, conditioned or delayed provided by Landlord. Except as expressly permitted law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under Section 15(d) below, no such assignment or transfer sublease and apply such rent against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or release of this Lease or Tenant from the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice further performance of Tenant’s intention 's obligations hereunder.
B. In the event Tenant desires to assign or transfer this Lease or to sublease sublet the Premises premises, or any portion thereof, along with reasonably sufficient information about or assign this lease, Tenant shall give written notice thereof to Landlord setting forth the name of the proposed subtenant or assignee, the term, use, rental rate and other particulars of the proposed subletting or assignment, including without limitation (21) satisfactory to Landlord that the proposed subtenant or assignee will immediately occupy and thereafter use the entire premises (or transferee any sublet portion thereof) for the remaining term of this lease (or sublessee for the entire term of the sublease, if shorter). In addition to enable Landlord's approval right pursuant to subparagraph 10A above, Landlord to make shall have the determination called for above.
(b) The consent by Landlord to option, i the event of any proposed assignment or subletting (22) to cancel this lease as of the date the subletting or assignment described in Tenant's notice is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice thereof within sixty (60) days following Landlord's receipt of Tenant's written request. Upon any such cancellation Tenant shall pay to Landlord all amounts, as estimated by Landlord, payable by Tenant to such termination date, with respect to taxes, insurance, repairs, maintenance, restoration and other obligations, costs or charges which are the responsibility of Tenant hereunder. Further, upon any such cancellation Landlord and Tenant shall have no further obligations or liabilities to each other under this lease, except with respect to obligations or liabilities which accrue hereunder as of such cancellation date (in the same manner as if such cancellation date were the date originally fixed for the expiration of the term hereof). Without limitation, Landlord may lease the premises to the prospective subtenant or assignee, without liability to the Tenant. Landlord's failure to exercise said cancellation right as herein provided shall not be construed as a waiver Landlord's consent to the proposed subletting or release of Tenant from any and all liability for assignment.
C. Landlord shall have the performance of all covenants and obligations right to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from assign any of its liabilities or rights and obligations under this Leaselease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”23), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 1 contract
Assignment and Subletting. (a) Except as provided in Section 18(b) below, Tenant shall not have the right to assign, transfer, mortgage enter into nor permit any Transfer voluntarily or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereofby operation of law, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, conditioned Tenant agrees that Landlord's consent shall not be considered unreasonably withheld if (i) the proposed transferee is an existing tenant of Landlord or delayed an affiliate of Landlord, (ii) the business, business reputation, or creditworthiness of the proposed transferee is unacceptable to Landlord, (iii) except with respect to a proposed transferee that Tenant presents to Landlord and with whom Landlord has had no prior dealings with respect to property in the Mid-Atlantic region and to whom Tenant is offering its space for not less than the lesser of (A) the then-current Rent, or (B) the rent for other office space marketed by Landlord or its Affiliate in the Mid-Atlantic region, Landlord or an Affiliate of Landlord has comparable space available for lease by the proposed transferee, or (iv) Tenant is in default under this Lease or any act or omission has occurred which would constitute a default with the giving of notice and/or the passage of time. A consent to one Transfer shall not be deemed to be a consent to any subsequent Transfer. In no event shall any Transfer relieve Tenant from any obligation under this Lease. Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer 's acceptance of Rent from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or the right of occupancy hereunder may to be effectuated by operation of law or otherwise without the prior written a consent of Landlordto any Transfer. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof Transfer not in violation of conformity with this Section 15 shall, 18 shall be void at the option of Landlord.
(b) Landlord's consent shall not be required in the event of any Transfer by Tenant to an Affiliate provided that (i) the Affiliate has shareholder equity (or its equivalent) at least equal to that of Tenant as of the date immediately preceding the Transfer, constitute (ii) Tenant provides Landlord notice of the Transfer at least 15 days prior to the effective date, together with current financial statements of the Affiliate certified by an Event executive officer of Default the Affiliate, and (iii) in the case of an assignment or sublease, Tenant delivers to Landlord an assumption agreement reasonably acceptable to Landlord executed by Tenant and the Affiliate, together with a certificate of insurance evidencing the Affiliate's compliance with the insurance requirements of Tenant under this Lease.
(c) The provisions of Section 18(a) above notwithstanding, if Tenant proposes to Transfer all of the Premises (other than to an Affiliate), Landlord may terminate this Lease, either conditioned on execution of a new lease between Landlord and the proposed transferee or without that condition. If Tenant proposes to enter into a Transfer of less than all of the Premises (other than to an Affiliate), Landlord may amend this Lease to remove the portion of the Premises to be transferred, either conditioned on execution of a new lease between Landlord and the proposed transferee or without that condition. If this Lease is not so terminated or amended, Tenant shall pay to Landlord, immediately upon receipt, fifty percent (50%) of the excess of (i) the net profit received by Tenant for the Transfer (after deduction of brokerage commissions, legal fees, tenant improvement costs, rent concessions and other reasonable and customary costs related to the Transfer), over (ii) the Rent allocable to the Premises transferred.
(d) If Tenant requests Landlord's consent to a Transfer, Tenant shall provide Landlord, at least 15 days prior to the proposed Transfer, current financial statements of the transferee certified by an executive officer of the transferee, a complete copy of the proposed Transfer documents, and any other information Landlord reasonably requests. Immediately following any approved assignment or sublease, Tenant shall deliver to Landlord an assumption agreement reasonably acceptable to Landlord executed by Tenant and the transferee, together with a certificate of insurance evidencing the transferee's compliance with the insurance requirements of Tenant under this Lease. Tenant agrees to give reimburse Landlord at least twenty for reasonable out-of-pocket administrative and attorneys' fees in connection with the processing and documentation of any Transfer for which Landlord's consent is requested.
(20e) days’ advance written notice of Tenant’s intention to assign or transfer Landlord shall not convey its interest in this Lease or the Property, other than to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations Affiliate of Landlord or to a lender providing mortgage financing for the Property, until the Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to Improvement Work is substantially complete (including the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance completion of all punchlist items with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Leaserespect thereto).
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 1 contract
Sources: Lease Agreement (Tasty Baking Co)
Assignment and Subletting. (a) 7.1 Tenant shall not have sublet or permit occupancy of (collectively "sublease") the right to assignPremises or part thereof, transfer, mortgage or assign or otherwise encumber transfer (collectively "assign") this Lease or sublease any of Tenant's rights or permit anyone to use or occupy the Premises or any portion thereofobligations, without the Landlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheldwithheld or conditioned. If Landlord fails to respond to Tenant's request for such consent within ten business days after receipt of the information specified in Section 7.3, conditioned or delayed by Landlordthen Landlord shall be deemed to have granted such consent. Except as expressly permitted under Section 15(d) below, no No assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated effected by operation of law or otherwise without the Landlord's prior written consent of Landlordconsent. Any attempted assignment or transfer by Tenant sublease, Landlord's consent thereto or Landlord's collection of this Lease or its interest herein or sublease of the Premises or rent from any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting subtenant shall not be construed as (a) a waiver or release of Tenant from liability hereunder, or (b) relieving Tenant, any and all liability assignee or subtenant from the obligation of obtaining Landlord's prior written consent to any other assignment or sublease. Tenant assigns to Landlord any amount due from any assignee or subtenant as security for the performance of all covenants and Tenant's obligations pursuant to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Tenant directs each such assignee or subtenant to pay such amount directly to Landlord if such assignee or subtenant receives written notice from Landlord specifying that Tenant is in default under this Lease and that such amount shall be paid directly to Landlord’s consent to any assignment or subletting . Each assignee and subtenant shall pay as so directed. Landlord's collection of such amount shall not be construed as relieving Tenant from the obligation an acceptance of complying with the provisions of Section 15(a) above, such assignee or subtenant as applicable, with respect to any subsequent assignment a tenant or sublettingas a permitted assignee or subtenant. Any such sublease or assignment shall be subject and subordinate Tenant's obligations pursuant to this Lease in all respects, and shall be deemed to extend to any amendments, modifications, renewals, extensions subtenant or expansions hereofassignee. Savvis Asset Holdings, Inc. (“Savvis”) Tenant shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereundercause each subtenant or assignee to comply with such obligations. Any assignee shall be deemed to have assumed obligations as if such assignee had originally executed this Lease and at Landlord's request shall execute promptly a document confirming such assumption. Each sublease is subject to the condition that if the Lease Term is terminated or sublessee shall conduct a business Landlord succeeds to Tenant's interest in the Premises which is a permitted use pursuant by voluntary surrender or otherwise, at Landlord's option the subtenant shall be bound to Section 4 Landlord for the balance of the term of such sublease and shall attorn to and recognize Landlord as its landlord under the then executory terms of such sublease. Tenant shall not mortgage this Lease andwithout Landlord's prior written consent, which consent may be granted or withheld in Landlord's sole and absolute discretion. Tenant shall pay the case of an assignment such assignee is bound costs (including reasonable attorneys' fees not to exceed $500.00 per request) incurred by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of in connection with Tenant's request for Landlord to such sublessee. Landlord’s consent to any assignment assignment, sublease or sublease does mortgage.
7.2 If Tenant is a partnership, then any event(s) (whether or not affect voluntary, concurrent or related) which results in a dissolution of Tenant or a withdrawal or change of partners who, on the obligations date of Landlord or Tenant under this Lease, and Landlord’s consent own a controlling interest, shall be deemed a voluntary assignment of this Lease. Each general partner shall be deemed to such own a controlling interest. If Tenant is a corporation, then any event(s) (whether or not voluntary, concurrent or related) which results in a dissolution, merger, consolidation or other reorganization of Tenant, or sale, transfer or relinquishment of the interest of shareholders who, on the date of this Lease, own a controlling interest, shall be deemed a voluntary assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing preceding sentence shall not be construed as limiting apply to corporations whose stock is traded through a national or waiving Landlord’s rightregional exchange or an over-the-counter market. Anything in this Article to the contrary notwithstanding, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance provided no Event of this Lease.
(c) If this Lease Default has occurred and is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periodscontinuing, Tenant shall have the rightmay, without the consent of Landlord but upon prior written notice to Landlord but without Landlord, and in accordance with the other provisions of this Section 15 as if 's prior written consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.and
Appears in 1 contract
Sources: Lease (Gse Systems Inc)
Assignment and Subletting. (a) Tenant shall will not have the right to assignassign or sublet, transferwhether voluntarily or involuntarily or by operation of law, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereof, part of the Premises without the Landlord’s prior written consent of Landlordapproval, which consent shall will not be unreasonably withheld, conditioned . The merger of Tenant with any other entity or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or the transfer of this Lease any controlling or the right of occupancy hereunder may be effectuated by operation of law managing ownership or otherwise without the prior written consent of Landlord. Any attempted beneficial interest in Tenant constitutes an assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. If Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention desires to assign or transfer this Lease or sublet any or all of the Premises, Tenant must give Landlord written notice sixty (60) days prior to sublease the Premises anticipated effective date of the assignment or sublease. Landlord will then have a period of forty-five (45) days following receipt of notice and all related documents and agreements associated with the assignment or sublease, including, without limitation, the financial statements of any portion thereofproposed assignee or subtenant, along with reasonably sufficient information about to notify Tenant in writing that Landlord elects (a) to permit Tenant to assign this Lease or sublet space, subject however to Landlord’s prior written approval of the proposed assignee or transferee subtenant and of any related documents or sublessee to enable agreements associated with the assignment or sublease received by Landlord to make the determination called for above.
or reasonably requested by Landlord; or (b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for disapprove the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent proposed assignment or subletting. Any such sublease or assignment shall If Landlord fails to notify Tenant in writing of the election, Landlord will be subject and subordinate deemed to this have elected option (b). This Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereundermay not be assigned by operation of law. Any such assignee purported assignment or sublessee shall conduct a business in subletting contrary to the Premises which is a permitted use pursuant to Section 4 provisions of this Lease andwill be void. If Tenant receives rent or other consideration for any transfer in excess of the Rent, or in case of the sublease of a portion of the Premises, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all excess of the obligations Rent that is fairly allocable to that portion, after appropriate adjustments to assure that all other required payments are appropriately taken into account, Tenant will pay Landlord fifty percent (50%) of the difference between each payment of rent or other consideration and liabilities of Tenant hereunder thereafter arisingthe required Rent. In Landlord may, without waiving any rights or remedies, collect rent from the case of a subleaseassignee, (A) Landlord is notsubtenant, or occupant, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect apply the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations net amount collected to the Premises intended by such assignee or sublessee Rent reserved here and that apportion any such work to the Premises must be conducted excess rent collected in accordance with the terms of this Leasethe preceding sentence. The foregoing shall Tenant will continue to be liable as a principal and not be construed as limiting a guarantor or waiving Landlord’s right, under this Section 15, surety to the same extent as though no assignment or subletting had been made. Landlord may consent to an assignment, transfer, mortgage subsequent assignments or other encumbrance subletting of this Lease.
(c) If this Lease is or shall amendments or modifications to the Lease by assignees of Tenant without notifying Tenant or any successor of Tenant and without obtaining their consent. No permitted transfer will be assigned by effective until there has been delivered to Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms a counterpart of the applicable loan documents) shall be required, when applicable, transfer instrument in which the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord transferee agrees to use diligent be and good faith efforts remain jointly and severally liable with Tenant for the payment of Rent pertaining to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice space and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean all the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions terms and provisions of this Lease, Lease arising on or after the Guaranty shall remain date of the transfer. Tenant will not do any act that will in full force and effect, and Savvis Communications Corporation shall remain any way encumber the Guarantor hereundertitle of Landlord to the Premises or the Building.
Appears in 1 contract
Sources: Office Lease—build to Suit (Mission Community Bancorp)
Assignment and Subletting. ([a) ] Tenant shall not have the right to assignmortgage, transferpledge, mortgage hypothecate or otherwise encumber this Lease or sublease any interest therein. Tenant shall not assign this Lease or permit anyone sublet or suffer any other person [the agents and employees of Tenant excepted] to occupy or use or occupy the Premises premises, or any portion part thereof, or sublet any right or privilege appurtenant thereto without the prior written consent of LandlordLandlord first had and obtained, which consent shall may not be unreasonably withheld. Landlord's consent to one assignment, conditioned subleasing or delayed occupancy shall not be deemed to be a consent to any subsequent assignment, subleasing or occupancy [b] Provided further and notwithstanding anything herein before set forth: In the event that at any time or from time to time during the term of this Lease, Tenant desires to sublet all or any part of the Premises, Tenant shall notify the Landlord in writing [the "Sublet Notice"] of the terms of the proposed subletting, and the area so proposed to be sublet and shall give Landlord the right to sublet from Tenant such space [the "Sublet Space"] on the same terms as those contained in the Sublet Notice. Such option shall be exercisable by LandlordLandlord in writing for a period of 15 days after receipt of the Sublet Notice. Except -- If Landlord fails to exercise its option and Tenant desires to complete the proposed sublease, Tenant shall deliver an executed copy of such sublease to Landlord in order to obtain its consent as expressly permitted under Section 15(d) belowrequired in paragraph 15[a] above. If Landlord consents to a sublease, no assignment or transfer then such sublease shall be subject to and made upon the following terms: [i] any such sublease shall be subject to the terms of this Lease or and the term thereof may not extend beyond the expiration of the term of this Lease; [ii] no subtenant shall have a right of occupancy hereunder may be effectuated by operation of law or otherwise to further sublease its premises without the prior written consent of the Landlord. [iii] If Landlord fails to exercise such option, and Tenant fails to consummate a sublease with a third party within 60 days after the expiration of Landlord's option period on the same terms and conditions contained in the Sublet Notice, Tenant shall be required to deliver a new Sublet Notice to Landlord and comply with the terms and conditions set forth above before any further subletting shall be permitted. [iv] Any attempted additional rent over the rent specified in this Agreement received from the Sublet space will be split 50%/50% between the Landlord and Tenant after deduction of reasonable sublease expenses including real estate leasing fees, Tenant improvements, rent abatement (if any on the rent due to the Tenant from the subleasee to induce the subleasee to Sublease the space) and legal expenses.
c] Regardless of Landlord's consent, no subletting nor assignment shall release Tenant of Tenant's obligation or alter the primary liability of Tenant to pay rent and perform other obligations of Tenant under this lease. [d] In no event shall Tenant assign this Lease or sublet the premises or any portion thereof to any then, existing or prospective tenant of said building. [e] Tenant shall pay Landlord's reasonable costs incurred in connection with Tenant's request to assign this lease or sublet the premises, regardless whether or not the Landlord consents to the proposed transfer. [f] If Tenant is a corporation or a partnership, the transfer by [as a consequence of a single transaction or any number of separate transactions] of fifty percent [50%] or more of the beneficial ownership interest of the voting stock of Tenant issued and outstanding as of the date hereof or of the partnership interests in Tenant, is the case may be, shall constitute an assignment hereunder for which such consent is required. Further, any assignment of this Lease or its interest herein or sublease sublet of the Premises or any portion thereof in violation to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from merger or consolidation with Tenant, or to any person or entity which acquires all the assets as a going concern of this Section 15 shallthe business of Tenant that is being conducted on the Premises, without the written consent of the Landlord shall be void, and, at the option of Landlord, constitute an Event of Default under shall terminate this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or Such transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this 's option under Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”15(b), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 1 contract
Sources: Lease Agreement (Looksmart LTD)
Assignment and Subletting. Tenant shall not voluntarily assign or encumber its interest in this Lease or in the Premises, or sublease all or any part of the Premises, or allow any other person or entity to occupy or use all or any part of the Premises, without first obtaining Landlord's prior written consent. Any assignment, encumbrance, or sublease without Landlord's prior written consent shall be voidable, at Landlord's election, and shall constitute a default. No consent to any assignment, encumbrance, or sublease shall constitute a further waiver of the provisions of the paragraph. Tenant shall notify Landlord within thirty (30) days of receipt of such written notice, elect one of the following:
(a) Tenant shall not have the right Consent to assignsuch proposed assignment, transfer, mortgage encumbrance or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereof, without the prior written consent of Landlordsublease; (b) Refuse such consent, which consent refusal shall not be unreasonably withheld, conditioned on reasonable grounds; or delayed by Landlord. Except as expressly permitted under Section 15(d(c) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under Elect to terminate this Lease. As a condition for granting its consent to any assignment, encumbrance or sublease, Landlord may require that the sublease or assignee remit directly to Landlord on a monthly basis, all monies due to Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed by said assignee or transferee sublease. If for any proposed assignment or sublessee to enable Landlord to make sublease Tenant receives rent or other consideration, either initially or over the determination term of the assignment or sublease, in excess of the rent called for above.
hereunder, or, in case of the sublease of a portion of the Premises, in excess of such rent fairly allocable such portion, after appropriate adjustments to assure that all other payments called for hereunder are taken into account, Tenant shall pay Landlord as additional rent hereunder ninety percent (b90%) The consent of the excess of each such payment of rent or other consideration received by Landlord to any assignment or subletting shall not be construed as a Tenant promptly after its receipt. Landlord's waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving relieve Tenant from the any obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms . Occupancy of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole all or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”)parent, provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directorssubsidiary, or otherwiseaffiliated companies of Tenant shall not be deemed an assignment or subletting. Notwithstanding Landlord acknowledges and approves occupancy of Tenant as DIGITAL VIDEO SYSTEMS and pending acquisition of VICOMP TECHNOLOGY, INC. Landlord accepts the foregoing, in the event occupancy of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderVICOMP TECHNOLOGIES as an approved affiliated company.
Appears in 1 contract
Assignment and Subletting. (a) Tenant Except as otherwise provided in this ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ shall not have the right to directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assign, transfersublet, mortgage or otherwise encumber all or any portion of its interest in this Lease or sublease in the Premises or permit anyone grant any license for any person other than Tenant or its employees to use or occupy the Premises or any portion thereof, part thereof without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld or delayed. Any such attempted assignment, conditioned subletting, license, mortgage, other encumbrance or delayed by other use or occupancy without the consent of Landlord shall, at Landlord’s option, be null and void and of no effect. Except Any mortgage, or encumbrance of all or any portion of Tenant’s interest in this Lease or in the Premises and any grant of a license for any person other than Tenant or its employees to use or occupy the Premises or any part thereof shall be deemed to be an “assignment” of this Lease. In addition, as expressly permitted used in this Paragraph 11, the term “Tenant” shall also mean any entity that has guaranteed Tenant’s obligations under Section 15(dthis Lease, and the restrictions applicable to Tenant contained herein shall also be applicable to such guarantor.
(b) below, no No assignment or transfer subletting shall relieve Tenant of its obligation to pay the Rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or the right of occupancy hereunder may to be effectuated a consent to any subletting or assignment. Consent by operation of law Landlord to one subletting or otherwise without the prior written assignment shall not be deemed to constitute a consent of Landlordto any other or subsequent attempted subletting or assignment. Any attempted assignment or transfer by Except with respect to a Permitted Transfer, if Tenant of this Lease or its interest herein or sublease of the Premises or desires at any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention time to assign or transfer this Lease or to sublease sublet the Premises or any portion thereof, along with reasonably sufficient it shall first notify Landlord of its desire to do so and shall submit in writing to Landlord all pertinent information about relating to the proposed assignee or transferee or sublessee sublessee, all pertinent information relating to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any proposed assignment or subletting shall not be construed as a waiver or release of Tenant from any sublease, and all liability for such financial information as Landlord may reasonably request concerning the performance of all covenants Tenant and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee proposed assignee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease(the “A/S Notice”). Landlord’s consent to any Any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be expressly subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all Lease. 28 TEXAS WITH BASE YEAR
(c) Except with respect to a Permitted Transfer, Landlord has a period of thirty (30) days after Landlord’s receipt of the A/S Notice to notify Tenant that Landlord elects, in Landlord’s sole discretion, to:
(i) terminate this Lease as to the space that is the subject of the A/S Notice as of the date specified by Tenant in the A/S Notice; or
(ii) consent to the assignment or sublease; or
(iii) refuse to consent to Tenant’s assignment or sublease of that space (provided such refusal is reasonable) and to continue this Lease in effect. If Landlord does not notify Tenant of Landlord’s election within the 30-day period, Landlord is deemed to elect option (iii). If Landlord elects to terminate this Lease as provided under option (i), Tenant has 10 days following receipt of Landlord’s notice to terminate within which to rescind its notice of its proposed assignment or sublease and avoid a termination of this Lease.
(d) Tenant acknowledges that it shall be reasonable for Landlord to withhold its consent to a proposed assignment or sublease in any of the following instances:
(i) The assignee or sublessee (or any affiliate of the assignee or sublessee) is not, in Landlord’s reasonable opinion, sufficiently creditworthy to perform the obligations and liabilities such assignee or sublessee will have under this Lease (taking into account Tenant’s continuing obligations under this Lease following an assignment or sublease);
(ii) The intended use of the Premises by the assignee or sublessee is not for the Permitted Use;
(iii) The intended use of the Premises by the assignee or sublessee would materially increase the pedestrian or vehicular traffic to the Premises or the Building over that caused by Tenant hereunder thereafter arising. when Tenant is occupying the Premises for the Permitted Use;
(iv) Occupancy of the Premises by the assignee or sublessee would, in the good faith judgment of Landlord, violate any agreement binding upon Landlord, the Building or the Centre with regard to the identity of tenants, usage in the Building, or similar matters;
(v) The assignee or sublessee (or any affiliate of the assignee or sublessee) is then negotiating with Landlord or has negotiated with Landlord within the previous six (6) months, or is a current tenant or subtenant within the Building or Centre;
(vi) The identity or business reputation of the assignee or sublessee will, in the good faith judgment of Landlord, tend to damage the goodwill or reputation of the Building or Centre;
(vii) the proposed sublease would result in more than two subleases of portions of the Premises being in effect at any one time during the Lease Term; or
(viii) In the case of a sublease, (A) Landlord is not, and will the subtenant has not become, a party to such acknowledged that the Lease controls over any inconsistent provision in the sublease, and (B) Landlord’s consent to such sublease does . 29 TEXAS WITH BASE YEAR The foregoing criteria shall not create a contractual relationship between Landlord and such sublessee, nor does it create exclude any liability of other reasonable basis for Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s refuse its consent to such assignment or sublease shall not be construed to mean sublease. Notwithstanding any contrary provision of this Lease, if Tenant or any proposed assignee or sublessee claims that Landlord has approved unreasonably withheld its consent to a proposed assignment or sublease or otherwise has breached its obligations under this Paragraph 11, their sole remedy shall be to seek a declaratory judgment and/or injunctive relief without any plans or specifications for renovations monetary damages, and, with respect thereto, Tenant, on behalf of itself and, to the Premises intended extent permitted by law, such assignee proposed assignee/sublessee, hereby waives all other remedies against Landlord, including, without limitation, the right to seek monetary damages or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of terminate this Lease.
(ce) [Intentionally Omitted]
(f) Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant’s obligations under this Lease shall at all times during the Initial Term and any subsequent renewals or extensions remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant’s other obligations under this Lease. Except with respect to a Permitted Transfer, in the event that the Rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment, plus any bonus or other consideration therefor or incident thereto) exceeds the Rent payable under this Lease, then Tenant shall be bound and obligated to pay Landlord, as additional rent hereunder, one-half of all such excess Rent (less the actual costs reasonably incurred by Tenant with unaffiliated third parties in connection with such assignment or sublease [i.e., brokerage commissions and tenant finish work]) and other excess consideration within ten (10) days following receipt thereof by Tenant.
(g) If this Lease is assigned or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: is subleased (a) (i) any corporation or entity which controls Savvis whether in whole or in part; (ii) any corporation ), or entity resulting from in the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all event of the assets mortgage or pledge of Savvis; Tenant’s leasehold interest, or (iii) grant of any corporation concession or entity controlled license within the Premises, or if the Premises are occupied in whole or in part by Savvis (each anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect Rent from the assignee, sublessee, mortgagee, pledgee, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next Rent payable hereunder; and all such Rent collected by Tenant shall be held in deposit for Landlord and immediately forwarded to Landlord. No such transaction or collection of (i)-(iii) hereinafter called Rent or application thereof by Landlord, however, shall be deemed a “related entity”)waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directorsduties, or otherwiseobligations hereunder.
(h) If Tenant effects an assignment or sublease or requests the consent of Landlord to any proposed assignment or sublease, then Tenant shall, upon demand, reimburse Landlord for reasonable attorneys’ and paralegal fees and costs incurred by Landlord in connection with such assignment or sublease or request for consent not to exceed $*****. Reimbursement of Landlord’s attorneys’ and paralegal fees shall in no event obligate Landlord to consent to any proposed assignment or sublease.
(i) Notwithstanding any provision of this Lease to the foregoingcontrary, in the event this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, any assignment, subletting, and all monies or other transfer consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute the property of Tenant or Tenant’s estate within the meaning of the Bankruptcy Code. All such money and other consideration not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and shall be promptly paid or delivered to Landlord.
(j) The joint and several liability of the Tenant named herein and any immediate and remote successor-in-interest of Tenant (by assignment or otherwise), and the due performance of the obligations of this Lease on Tenant’s part to be performed or observed, shall not in any way be discharged, released or impaired by any (a) agreement that modifies any of the rights or obligations of the parties under this Lease (other than an amendment between Landlord and Tenant pursuant to the terms of this Lease), (b) stipulation that extends the time within which an obligation under this Lease is to be performed, (c) waiver of the performance of an obligation required under this Lease, Savvis shall remain liable for performance and compliance with all or (d) failure to enforce any of the terms, conditions and provisions of obligations set forth in this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.. 30 TEXAS WITH BASE YEAR
Appears in 1 contract
Sources: Office Lease (Markit Ltd.)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, mortgage assign or otherwise encumber pledge this Lease or sublease to sublet the whole or any part of the Premises, whether voluntarily or by operation of law, or permit anyone to the use or occupy occupancy of the Premises or any portion thereofby anyone other than Tenant, without the prior written consent of Landlord, and such restrictions shall be binding upon any assignee or subtenant to which consent shall not be unreasonably withheldLandlord has consented. The foregoing prohibition includes, conditioned without limitation, any subletting or delayed assignment which would otherwise occur by Landlordmerger, consolidation, reorganization, transfer or other change in Tenant’s corporate, partnership or proprietary structure. Except as expressly Notwithstanding any permitted under Section 15(d) below, no assignment or transfer subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease or Lease. Upon the right occurrence of occupancy hereunder may be effectuated by operation an Event of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of Default, if the Premises or any portion part thereof are then assigned or sublet, Landlord, in violation of this Section 15 shalladdition to any other remedies herein provided or provided by law, may, at the option of Landlordits option, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or collect directly from any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee subtenant all amounts due and becoming due to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any Tenant under such assignment or subletting sublease and apply such amounts against any sums due to Landlord from Tenant hereunder, and no such collection shall not be construed as to constitute a waiver novation or release of Tenant from any and all liability for the further performance of all covenants and Tenant’s obligations hereunder. Landlord’s acceptance of any Rent following any assignment or other transfer prohibited by this Paragraph 11 shall not be deemed to be performed a consent by Tenant under this LeaseLandlord to such assignment or other transfer (including, without limitation, a prohibited sublease) nor shall the collection same be deemed a waiver of any right or acceptance remedy of rent from Landlord hereunder for breach of this Paragraph 11. If Landlord grants its consent to any sublease or assignment, Tenant shall pay Landlord, as Additional Rent (a) one hundred percent (100%) of’ amounts payable to Tenant under the sublease or assignment and (b) Landlord’s attorneys’ fees incurred with respect to such assignment or sublease. In addition, if Tenant has any options to extend or renew the Term, such options shall not be available to any subtenant or assignee, transferee directly or subtenant constitute indirectly. If Tenant assigns this Lease or sublets all or a waiver portion of the Premises without first obtaining Landlord’s consent, as required by this Paragraph 11(a), said assignment or release sublease shall be null and void and of Tenant from any of its liabilities no force or obligations under this Leaseeffect. Landlord’s consent to an assignment, sublease or other transfer of any assignment interest of Tenant in this Lease or subletting in the Premises shall not be construed as relieving deemed to be a consent to any subsequent assignment, transfer, use or occupation. Tenant from shall, at Tenant’s own cost and expense, discharge in full any outstanding commission obligation on the obligation part of complying with the provisions of Section 15(a) above, as applicable, Landlord with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such any commissions which may be due and owing as a result of any proposed assignment or sublease shall subletting, whether or not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee are recaptured pursuant to subparagraph (b) below and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned rented by Landlord to the proposed tenant or any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lenderother tenant.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
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Assignment and Subletting. (a) A. Except as provided in Paragraph C herein or otherwise in this Lease, Tenant expressly covenants and agrees that Tenant shall not have assign or underrate all or substantially all of the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereofDemised Premises, without the prior written consent of LandlordLandlord in each instance, which consent shall not be unreasonably withheldwithheld or delayed. If this Lease shall be assigned, conditioned or delayed if the Demised Premises or any part thereof be underrated or occupied by Landlordany person or entity other than Tenant, Landlord may, after default in respect of the payment of rent by Tenant, collect rent from the assignee, under tenant or occupant, and apply the net amount so collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection of rent shall be deemed a waiver of this covenant, the acceptance of the assignee, under tenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. Except as expressly permitted under Section 15(d) below, no The formal written consent by Landlord to an assignment or underletting shall not in any manner be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting of this Lease. If Tenant hereunder shall be a corporation, the provisions of this Article 14 shall not apply to an assignee, under tenant or occupant that owns 100% of the outstanding shares of Tenant or to a corporation whose shares are owned 100% by Tenant.
B. Tenant further expressly covenants and agrees that notwithstanding anything to the contrary contained in this Lease, the sale or transfer, by one or more transfers at any time (if effected on a concerted basis), of more than fifty (50%) percent of the total outstanding shares in any corporation which may be the Tenant under this Lease, or the sale or transfer at any time of more than fifty (50%) percent of the total equity interests in any partnership, joint ventures or other unincorporated association which may be Tenant under this Lease, shall, in each case, be deemed to be an assignment of this Lease within the meaning and intent of the provisions of this Article. Notwithstanding the foregoing, the transfer or assignment of any such shares of stock or equity interests solely by reason of the right death of occupancy hereunder a stockholder, partner, joint venturer or member to his or her heirs, distributees or legal representatives, or any inter vivos transfers or assignments of shares of stock or equity interests to members of the immediate family of such stockholder or equity holder, or any transfer among existing stockholders, partners, joint venturers or members of any other unincorporated association, or any such transfer of shares or equity interest to third parties aggregating less than fifty (50%) percent of the total interests thereof, shall not, in any such case, be deemed an assignment or sale of such shares of stock or partnership, joint venture or other unincorporated association interest for purposes of this Article. Any violation of the provisions of this Article shall entitle Landlord to exercise any and all of the default and remedy provisions now contained in this Lease after the applicable notice and grace periods.
C. Except as otherwise provided herein, Tenant may assign the Lease to any unaffiliated person or entity, but only for the use of the Demised Premises for the specific purposes set forth in Article 3 hereof and for no other purposes, and Tenant may assign this Lease only subject to and by assignment shall be effectuated by operation of binding upon Landlord nor shall it have any force or effect, either in law or otherwise without the in equity, or convey any interest of Tenant in this Lease, unless and until each of said following conditions are complied with:
(i) any such assignment hereof shall be subject to Landlord's prior written consent,which consent Landlord covenants and agrees will not unreasonably be withheld or delayed;
(ii) that at the time of Landlord. Any attempted any such assignment, the Tenant/assignor shall not then be in default hereunder in respect of the payment of monies due the Landlord for Base Rent or Additional Rent of any kind beyond the applicable grace periods with respect thereto;
(iii) such assignment or transfer shall be evidenced by an instrument of assignment and assumption duly executed and acknowledged in triplicate original copies by Tenant/assignor and its assignee ("such assignee"), pursuant to which Tenant/assignor assigns this Lease to such assignee, and such assignee accepts the assignment thereof and assumes and agrees to perform all the terms and provisions in this Lease contained to be kept, observed and performed by Tenant hereunder from and after the effective date of this Lease or its interest herein or sublease such assignment, and an executed and acknowledged duplicate original of such instrument, together with the address of such assignee, shall be delivered to Landlord and
(iv) Tenant shall pay to Landlord monthly as Additional Rent ten percent (10%) of the Premises or any portion thereof in violation amount by which the rent being paid to Tenant by such assignee exceeds the amount payable by Tenant to Landlord as Base Rent under the terms of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant covenants and agrees that no assignment made pursuant to give the provisions of this Article shall in any way release or be deemed to release Tenant herein named, or any assignee of the interest of Tenant in this Lease, and requires that Tenant and all assignees of Tenant's interest shall at all times throughout the term of this Lease continue to be and remain jointly and severally and primarily liable for the full performance of all of the obligations of this Lease on the part of Tenant to be performed, observed and complied with from the date of the execution of this Lease through the term hereof.
D. Whenever Landlord's consent shall be required hereunder, Tenant shall deliver to Landlord written notice by certified mail, return receipt requested, of the proposed assignment of this Lease at least twenty (20) business days (the term "business days’ advance written notice of Tenant’s intention to assign or transfer " as used in this Lease shall mean consecutive days exclusive of Saturdays, Sundays and legal holidays which are statewide in the State of New York) prior thereto, which notice shall include and be accompanied by the following information:
(i) the name and address of the proposed assignee; and
(ii) the names and business experience of principal or to sublease the Premises or any portion thereof, along with reasonably sufficient information about principals of the proposed assignee or transferee or sublessee to enable Landlord to make who will be active in the determination called for aboveoperation of the business at the Demised Premises by the proposed assignee and their respective percentages of equity interest in the proposed assignee.
(ba) The that Landlord is willing to thereafter give its formal written consent by Landlord to any the proposed assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes provided that all of the obligations and liabilities of Tenant hereunder thereafter arising. In conditions precedent to the case delivery of a sublease, formal consent in writing set forth in this Article are first fully complied with; or (Ab) that Landlord is not, and will not become, a party willing to such sublease, and (B) Landlord’s give its consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any the proposed assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall In addition, if Landlord sends no written notice at all to Tenant within said period of ten (1O) business days as to whether or not be construed as limiting or waiving Landlord’s right, under this Section 15, Landlord is willing to thereafter give its formal written consent to an assignmentthe proposed assignment of this Lease, transfer, mortgage or other encumbrance then Landlord shall be deemed to have given its formal written consent hereunder to such proposed assignment of this Lease.
(c) E. If Tenant shall deem itself aggrieved by Landlord's failure or refusal to consent to the proposed assignment of this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periodsTenant, Tenant shall have the right, without right to submit the issue of Landlord's failure or refusal to affirmatively consent of Landlord but upon prior written notice in writing to Landlord, and such assignment to arbitration in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.Article 34 hereof
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Assignment and Subletting. (a) Except as otherwise provided in this paragraph, Tenant shall not have the right to assignassign or encumber Tenant's interest in this Lease, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or sublet any portion thereofof the Premises, or grant concessions or licenses with respect to the Premises, without the Landlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheld, conditioned withheld or delayed by Landlorddelayed. Except as expressly permitted under Section 15(d) set forth below, no the cumulative transfer of more than fifty (50%) percent of the ownership interest of Tenant to a single individual or entity shall be deemed to be an assignment or transfer of this Lease requiring Landlord's consent. Notwithstanding anything to the contrary set forth in this Lease, Tenant may assign this Lease or sublet the right Premises, or sell all or substantially all of occupancy hereunder may Tenant's assets, without Landlord's consent, to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from the merger of or consolidation with Tenant, provided such assignee shall assume all of Tenant's obligations under this Lease, and such assignee or sublessee shall immediately thereafter have a tangible liquid net worth at least equal to the greater of that of Tenant on the date hereof or on the date of assignment or subletting. If a majority of the ownership interests of Tenant is transferred, or this Lease is assigned, the most senior affiliate of the transferee or assignee shall be effectuated by operation deemed to guaranty this Lease. Notwithstanding anything to the contrary set forth in this Lease, so long as Tenant is a publicly traded company any transfer or series of law or otherwise without transfers of the prior written common stock of Tenant shall not require the consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease , irrespective of the Premises or any portion thereof in violation percentage of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for aboveownership transferred.
(b) The If Tenant desires to assign this Lease or sublet all or any portion of the Premises, Tenant shall submit to Landlord a written request for Landlord's approval thereof, setting forth the name, principal business address, and nature of business of the proposed assignee or sublessee; the financial, banking and other credit information relating to the proposed assignee or sublease; and the details of the proposed assignment or subletting, including a copy of the proposed assignment or sublease instrument and plans for any Alterations required for the proposed assignee or sublessee. Tenant shall also furnish any other information reasonably requested by Landlord. Landlord shall have the option (i) to withhold its consent; (ii) to grant consent; or (iii) to terminate this Lease as of the effective date of such proposed assignment or sublease. Landlord may enter into a direct lease with the proposed assignee or sublessee, if Landlord so elects. Landlord's acceptance of rent from a proposed assignee or sublessee shall not be construed to constitute its consent to an attempted assignment or subletting.
(c) In the event of a permitted assignment or subletting, Tenant shall remit to Landlord as additional rent each month during the remainder of the Term fifty (50%) percent of any rent or other sums received by Tenant from its assignee or sublessee in excess of the Base Rent and other charges paid by Tenant allocable to the Premises or portion thereof sublet, as the case may be; provided, however, that Tenant may first recover the reasonable expenses incurred by Tenant for brokerage commissions, and legal fees not to exceed $1,000, in connection with any such assignment or subletting, before any excess is divided 50% - 50% between Landlord and Tenant.
(d) No assignment or subletting hereunder, whether or not with Landlord's consent, shall release Tenant from any obligations under this Lease, and Tenant shall continue to any be primarily liable hereunder. If Tenant's assignee or sublessee defaults under this Lease, Landlord may proceed directly against Tenant without pursuing its remedies against the assignee or sublessee. Consent to one assignment or subletting shall not be construed as deemed a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease Landlord may consent to subsequent assignments or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 modifications of this Lease and, in the case of an assignment such assignee is bound by the terms or sublettings without notice to Tenant and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms relieved of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, liability under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(ce) If Notwithstanding anything to the contrary contained in this Lease is or shall Lease, no more than one business may be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, operated in the same manner as Premises and the Premises may not be divided in addition any way; the Premises must consist of only one (1) store.
(f) Tenant shall pay to any consents by Landlord under the terms of this Section 15. upon demand all costs, including reasonable legal fees, which Landlord agrees to use diligent and good faith efforts to obtain consent to shall incur in reviewing any proposed assignment from any such Lenderor subletting not to exceed $1,000.00 per occasion.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
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Assignment and Subletting. Except for an assignment or sublease to any entity that controls, is controlled by or is under common control with Tenant (a) collectively, an "Affiliate"), Tenant shall not have assign the right to assign, transfer, mortgage or otherwise encumber of occupancy under this Lease or sublease any other interest therein, or permit anyone to use or occupy sublet the Premises Office Space, or any portion thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Leasedelayed. Tenant agrees to give pay, on demand, any and all reasonable costs incurred by Landlord at least twenty (20) days’ advance written notice regarding the subleasing of all or any part of Tenant’s intention 's Office Space. Notwithstanding anything contained herein to assign the contrary, Tenant shall have no right of assignment or transfer subletting if it is then in default of this Lease Lease. Notwithstanding any assignment of this Lease, or to sublease the Premises subletting of the Office Space, or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee Tenant shall continue to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability liable for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions covenants of this Lease, including, but not limited to, the Guaranty payment of Rent. Consent by Landlord to one or more assignments or sublettings shall remain not operate as a waiver of Landlord's rights as to any subsequent assignments and sublettings. Except in full the case of an assignment or sublease to or with an Affiliate, Landlord shall have the option, which shall be exercised by providing Tenant with written notice, of terminating Tenant's rights and obligations under this Lease rather than permitting any assignment or subletting by Tenant; provided, however, if Landlord notifies Tenant of its intent to so terminate Tenant's rights and obligations under this Lease, Tenant shall have the right to rescind its request for Landlord's approval of the proposed assignment or sublease, in which case Landlord's recapture right shall terminate and be of no further force and effect. Should Landlord permit any assignment or subletting by Tenant and, after deducting all reasonable and Savvis Communications Corporation actual costs associated with such assignment or subletting, should the moneys received as a result of such assignment or subletting (when compared to the money still payable by Tenant to Landlord) be greater than would have been received had Landlord not permitted such assignment or subletting, then the excess shall remain be divided equally between Tenant and Landlord. The provisions of paragraph 26 shall be deemed amended to provide the Guarantor hereundercorrect names and addresses of the assignee or subtenant. In the event Tenant requests Landlord's consent to any subletting or assignment under this paragraph, Tenant shall pay Landlord for all expenses incurred by Landlord in connection with any such assignment or subletting or in connection with considering Tenant's request, including, without limitation, its reasonable attorneys' fees.
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Sources: Lease Amendment (Lightspan Inc)