Assignment and Subletting. Section 18.01 If Tenant should desire to assign this Lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 4 contracts
Sources: Office Lease Agreement (Select Medical Corp), Office Lease Agreement (Select Medical Holdings Corp), Office Lease Agreement (Select Medical Corp)
Assignment and Subletting. Section 18.01 If (a) In the event that Tenant should desire desires to assign or sublease the whole of the Demised Premises to any other party the terms and conditions of such assignment or sublease shall be communicated to Landlord in writing not less than thirty (30) days prior to the effective date of any such assignment or sublease, and, prior to such effective date, Landlord shall have the option, exercisable in writing to Tenant, to recapture this Lease so that such prospective assignee or sublessee shall then become the sole Tenant of Landlord hereunder or alternatively to recapture said space and Tenant shall be fully released from any and all obligations hereunder. Within thirty (30) days after such recapture has become effective, and provided Tenant is not in default under this Lease, Landlord shall return to Tenant the Security Deposit.
(b) In the event that the Landlord elects not to recapture the Lease as hereinabove provided, or in the event that Tenant desires to assign or sublease less than the whole of the Demised Premises, and provided that the terms and conditions of such assignment or sublease shall be communicated to Landlord in writing no less than forty-five (45) days prior to the effective date of such assignment or sublease, Tenant may assign this Lease or sublet the Premises (whole or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period portion of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event TenantDemised Premises, subject to the Landlord’s prior written consent, which consent shall not be unreasonably withheld, and subject to the consent of any mortgagee, or ground lessor and on the basis of the following terms and conditions:
(i) Tenant shall provide to Landlord the name and address of the assignee or sublessee.
(ii) The assignee or sublessee shall assume, by written instrument, all of the obligations of this Lease, and a copy of such assumption agreement shall be furnished to Landlord at least ten (10) days prior to the effective date of the assignment or sublease.
(iii) Tenant and each assignee or sublessee shall be and remain liable for the observance of all the covenants and provisions of this Lease which expressly survive Lease, including, but not limited to, the termination hereofpayment of Fixed Rent, shall be relieved Additional Rent and other charges due hereunder through the entire term of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statutethis Lease, as the same may be amended from time renewed, extended or otherwise modified. In the case of a sublease for less than the entire Demised Premises, such sublessee’s obligations hereunder shall be limited to timeits proportionate share.
(iv) Tenant shall promptly pay to Landlord fifty percent (50%) of any consideration other than rent received for or in connection with any assignment or sublease, however denominated, and fifty percent (50%) of all of the rent, as and when received, in excess of the Fixed Rent required to be paid by Tenant for the area assigned or sublet, after first deducting therefrom any reasonable and customary costs or expenses paid by Tenant in connection with the assignment or sublease (including brokerage commissions, reasonable attorney’s fees, build out allowances (other than Tenant’s Work), free rent and other normal and customary concessions).
(v) In any event, the acceptance by Landlord of any rent from any of the subtenants or the failure of Landlord to insist upon a strict performance of any of the terms, conditions and covenants herein from any assignee or subtenant shall not release Tenant herein, from any and all of the obligations herein during and for the entire terms of this Lease.
(vi) Tenant shall only assign or sublet the Demised Premises to an assignee or sublessee (1) whose financial status is acceptable to Landlord, at Landlord’s reasonable discretion, which denial shall be deemed to be unreasonable if such assignee or sublessee has a net worth equal to or greater than that of Tenant, and (2) whose use is the same use as Tenant’s use, the quality of tenant’s operations in the performance of said use to be acceptable to Landlord, at Landlord’s reasonable discretion.
(vii) Landlord shall require One Thousand Five Hundred ($1,500) Dollars payment to cover its handling charges for each request for consent to any assignment or sublet prior to its consideration of the same. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no other claim or cause of action against Landlord as a result of Landlord’s actions in refusing to consent thereto.
(viii) The assignment or sublease shall provide that there shall be no further assignments and/or subletting without Landlord’s consent.
(c) Notwithstanding anything contained in this Paragraph 27 to the contrary, Tenant shall have the right to convert to a “C” corporation and such conversion shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted an assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligationsParagraph 27.
Appears in 3 contracts
Sources: Lease Agreement (Reliant Pharmaceuticals, Inc.), Lease Agreement (Reliant Pharmaceuticals, Inc.), Lease Agreement (Reliant Pharmaceuticals, Inc.)
Assignment and Subletting. Section 18.01 If (a) Tenant should desire shall be entitled to assign this Lease or sublet sublease the Premises, in whole or in part, to any person or entity provided, however, that prior to any assignment and/or sublease to a third party other than an entity owned or controlled by the same owning or controlling interest as Tenant or a current USA student who qualifies for USA housing and is leasing a portion of the Premises for said housing, Tenant must first offer Landlord the opportunity to lease the Premises under the same terms as those offered to or by the third party, provided, however, that Landlord and USA’s rights under this Paragraph 17 shall not apply to a foreclosure sale by a leasehold mortgagee or to a subsequent sale by such mortgagee who was the successful bidder at the foreclosure sale (provided, however, that no subsequent sale by a successful bidder may be made pursuant to the terms of this paragraph of this Lease without the prior written approval of Landlord which approval shall not be unreasonably withheld). Landlord shall have thirty (30) days from Tenant’s notification of potential assignment or any part thereof)sublease to a third party to lease the Premises pursuant to this Paragraph 17. No assignment by Tenant shall operate to release Tenant of its future obligations under this Lease, unless Landlord shall agree in writing to the contrary. As long as all rent and other obligations due are being timely paid to Landlord, Tenant shall give Landlord written notice at least 60 days be solely entitled to any consideration paid by the assignee, including, but not limited to, compensation for the Improvements or equipment located thereon, goodwill and rent in advance thereof. Landlord shall then have a period excess of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate the amounts set forth by this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;Lease.
(b) to permit Tenant Landlord shall be entitled to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assigneein whole or in part, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the sameany person or entity.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 3 contracts
Sources: Ground Lease (Campus Crest Communities, Inc.), Ground Lease (Campus Crest Communities, Inc.), Ground Lease
Assignment and Subletting. Section 18.01 If Tenant should desire shall have the right to assign its interest in this Lease or sublet the Premises without Landlord’s prior written consent, except as follows: (or any part thereof), Tenant shall give Landlord written notice at least 60 days i) in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlordintends to use the Premises in a manner that is not permitted under Section 5.1, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant required to obtain Landlord’s prior written consent, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to which consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable unreasonably withheld, conditioned or delayed, and (ii) in withholding its consent and may arbitrarily withhold its consent until and unless the event the income generated by the proposed assignee or sub-lessee subtenant could jeopardize BioMed Realty Trust, Inc., a Maryland corporation (“Landlord’s REIT Entity”), status as a real estate investment trust within the meaning of Sections 856 through 860 of the Internal Revenue Code of 1986 (“REIT Status”) or cause the Landlord’s REIT Entity to be in receipt of income that does not constitute “rent from real property” within the meaning of Section 856(d) of the Code, Tenant shall be required to obtain Landlord’s prior written consent, which consent may be given or denied in Landlord’s sole and absolute discretion; provided, however, in the event Tenant is unable to determine whether the proposed assignment or sublease could jeopardize the Landlord’s REIT Entity’s REIT Status, Tenant shall have agreed in writing the right to deliver a notice to Landlord, complying with Landlord to assume and perform each of the covenantsrequirements of Section 15.2, obligationsrequesting that Landlord make such determination. Landlord shall notify Tenant within five (5) business days after Landlord receives such notice and such other information as Landlord may reasonably require, and agreements of whether such assignment or sublease could jeopardize the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02Landlord’s REIT Entity’s REIT Status. No Any purported assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and contrary to these provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees Consent by Landlord to one or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment more assignments of this Lease, the assignee, for purposes of this Agreement, be deemed Lease or to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all one or any part more sublettings of the Building and any and all of its Premises shall not operate to exhaust Landlord’s rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligationsSection.
Appears in 3 contracts
Sources: Lease Agreement (BioMed Realty Trust Inc), Lease Agreement (BioMed Realty Trust Inc), Lease Agreement (Human Genome Sciences Inc)
Assignment and Subletting. Section 18.01 If 9.1 Tenant should desire shall not have the right to assign or pledge this Lease or to sublet the Premises (whole or any part of the Premises whether voluntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant, and shall not make, suffer or permit such assignment, subleasing or occupancy without the prior written consent of Landlord, such consent not to be unreasonably withheld, and said restrictions shall be binding upon any and all assignees of the Lease and subtenants of the Premises. In the event Tenant desires to sublet, or permit such occupancy of, the Premises, or any portion thereof), or assign this Lease, Tenant shall give Landlord written notice thereof to Landlord at least 60 sixty (60) days in advance thereof. Landlord shall then have a period of 30 but no more than one hundred twenty (120) days following receipt prior to the proposed commencement date of such subletting or assignment, which notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to shall set forth the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval name of the proposed subtenant or assignee, the relevant terms of any sublease or assignment and copies of financial reports and other relevant financial information of the proposed subtenant or assignee.
9.2 Notwithstanding any assignment or subletting, permitted or otherwise, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent specified in this Lease 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, if the Premises or any part of them are then assigned or sublet, Landlord, in addition to any other remedies provided in this Lease or provided by law, may, at its option, collect directly from such assignee or subtenant by Landlordall rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from Tenant under this Lease, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of no such excess Rental collection shall be considered additional Rental owed by construed to constitute a novation or release of Tenant to Landlord, and shall be paid by Tenant to Landlord in from the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant further performance of Tenant’s obligations under this Lease.
9.3 In addition to Landlord’s right to approve of any subtenant or assignee, Landlord shall have the option, in its sole discretion, in the event of any proposed subletting or assignment, to terminate this Lease, or in the 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. Any attempted The option shall be exercised, if at all, by Landlord giving Tenant written notice given by Landlord to Tenant within thirty (30) days following Landlord’s receipt of Tenant’s written notice as required above. However, if Tenant notifies Landlord, within five (5) days after receipt of Landlord’s termination notice, that Tenant is rescinding its proposed assignment or sublease by Tenant sublease, the termination notice shall be void and the Lease shall continue in violation full force and effect. If this Lease shall be terminated with respect to the entire Premises pursuant to this Section, the Term of this Lease shall end on the date stated in Tenant’s notice as the effective date of the terms and provisions sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures under this Section 18.01 only a portion of the Premises, the rent to be paid from time to time during the unexpired Term shall ▇▇▇▇▇ proportionately based on the proportion by which the approximate square footage of the remaining portion of the Premises shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than that of the Premises 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 which may be due and owing as a fair market rate. result of any proposed assignment or subletting, whether or not the Premises are recaptured pursuant to this Section 9.3 and rented by Landlord to the proposed tenant or any other tenant.
9.4 In the event that Tenant sells, sublets, assigns or transfers this Lease, Tenant shall pay to Landlord as additional rent an amount equal to one hundred percent (100%) of an any Increased Rent (as defined below), less the Costs Component (as defined below), when and as such Increased Rent is received by Tenant. As used in this Section, “Increased Rent” shall mean the excess of (i) all rent and other consideration which Tenant is entitled to receive by reason of any sale, sublease, assignment or other transfer of this Lease, over (ii) the assignee, for rent otherwise payable by Tenant under this Lease at such time. For purposes of this Agreementthe foregoing, be deemed to have adopted the warrants of attorney and confession of judgment, set forth any consideration received by Tenant in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord form other than cash shall be released from any further obligations hereundervalued at its fair market value as determined by Landlord in good faith. The “Costs Component” is that amount which, if paid monthly, would fully amortize on a straight-line basis, over the entire period for which Tenant is to receive Increased Rent, the reasonable costs incurred by Tenant for leasing commissions and Tenant agrees to look solely to Landlord’s successor tenant improvements in interest for performance of connection with such obligationssublease, assignment or other transfer.
Appears in 3 contracts
Sources: Lease Agreement (Schrodinger, Inc.), Lease Agreement (Intrusion Inc), Memorandum of Understanding (Cygne Designs Inc)
Assignment and Subletting. Section 18.01 If Tenant should desire shall have the right to assign its interest in this Lease or sublet the Premises without Landlord’s prior written consent, except as follows: (or any part thereof), Tenant shall give Landlord written notice at least 60 days i) in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlordintends to use the Premises in a manner that is not permitted under Section 5.1, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant required to obtain Landlord’s prior written consent, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to which consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable unreasonably withheld, conditioned or delayed, and (ii) in withholding its consent and may arbitrarily withhold its consent until and unless the event the income generated by the proposed assignee or sub-lessee subtenant could jeopardize BioMed Realty Trust, Inc., a Maryland corporation (“Landlord’s REIT Entity”), status as a real estate investment trust within the meaning of Sections 856 through 860 of the Internal Revenue Code of 1986 (“REIT Status”) or cause the Landlord’s REIT Entity to be in receipt of income that does not constitute “rent from real property” within the meaning of Section 856(d) of the Code, Tenant shall be required to obtain Landlord’s prior written consent, which consent may be given or denied in Landlord’s sole and absolute discretion; provided, however, in the event Tenant is unable to determine whether the proposed assignment or sublease could jeopardize the Landlord’s REIT Entity’s REIT Status, Tenant shall have agreed in writing the right to deliver a notice to Landlord, complying with Landlord to assume and perform each of the covenantsrequirements of Section 15.2, obligations, requesting that Landlord make such determination. Landlord shall notify tenant within five (5) business days after Landlord receives such notice and agreements of such other information as Landlord may reasonably require whether such assignment or sublease could jeopardize the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02Landlord’s REIT Entity’s REIT Status. No Any purported assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and contrary to these provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees Consent by Landlord to one or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment more assignments of this Lease, the assignee, for purposes of this Agreement, be deemed Lease or to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all one or any part more sublettings of the Building and any and all of its Premises shall not operate to exhaust Landlord’s rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligationsSection.
Appears in 3 contracts
Sources: Lease Agreement (BioMed Realty Trust Inc), Lease Agreement (BioMed Realty Trust Inc), Lease Agreement (Human Genome Sciences Inc)
Assignment and Subletting. Section 18.01 If In the event Tenant should desire to assign this the Lease or sublet the Premises (or any part thereof)Premises, Tenant shall give Landlord written notice of such desire at least 60 ninety (90) days in advance thereofof the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of 30 thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
either (ai) to terminate this the Lease as to of the space date so affected specified by Tenant in its noticeTenant, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall Tenant will be relieved of all further obligations hereunder as to such space;
hereunder, or (bii) to permit Tenant to assign or sublet such space, subject, however, subject to the subsequent prior written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereundersuch consent not to be unreasonably withheld or delayed, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, so long as the same may be amended from time to time, use of the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless Premises by the proposed assignee or sub-lessee would be a permitted use and the proposed assignee is of sound financial condition as determined by Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall have agreed in writing with deemed to have waived option (i) above, but written approval by Landlord of the proposed assignee shall still be required. Failure by Landlord to assume and perform each approve a proposed assignee shall not cause a termination of the covenants, obligations, Lease. Any rents or other consideration realized by Tenant under any such sublease and agreements assignment in excess of the Rents hereunder, after amortization of the reasonable costs of extra tenant improvements for which Tenant in this Lease includinghas paid and reasonable subletting and assignment costs, shall be divided and paid ninety (90%) percent to Landlord and ten (10%) percent to Tenant. Notwithstanding the above, Tenant shall have the right to sublease or assign all or any portion of the Premises during the Term or any Option period to any related entity, subsidiary, or affiliate of Tenant, having at least fifty-one (51%) percent direct common ownership, without limitationhaving to receive Landlord's consent, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02but still requiring written notice to Landlord on or before such sublease or assignment. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations any obligation under this the Lease. Any attempted assignment or sublease by Tenant in violation of subletting which conflicts with the terms and provisions of this Section 18.01 hereof shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 3 contracts
Sources: Commercial Lease (Force 10 Trading Inc), Commercial Lease (Medcross Inc), Commercial Lease (Whitney Information Network Inc)
Assignment and Subletting. Section 18.01 If Tenant should desire shall not assign, transfer, or hypothecate the leasehold estate under this Lease, or any interest therein, and shall hot 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, fifty percent (50%) of all rents or additional consideration provided, however, that for sharing such excess rent, Tenant shall first be entitled to recover from such excess rent the amount of any reasonable leasing commissions paid by Tenant to third parties not affiliated with Tenant 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 this or transfer Tenant's interest in the Lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 portion thereof for any portion of the term hereof. Within thirty (30) days in advance thereof. Landlord shall then have a period of 30 days following after receipt of such notice within which to notify Tenant said written notice, Landlord may, in writing that Landlord elects either:
(a) its sole discretion, elect to terminate this Lease as to the space so affected portion of the Premises described in Tenant's notice on the date specified in Tenant's notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said thirty (30) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or other transferee for presentment to Landlord for Landlord's approval, all in its noticeaccordance with the terms, in which event Tenantcovenants, subject to the provisions and conditions of this paragraph 19. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subjectterminated on the date specified in Tenant's notice. If, however, this Lease shall terminate pursuant to the subsequent written approval foregoing with respect to less than all the Premises, the rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of the proposed assignee or subtenant square feet retained by LandlordTenant, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages as so amended shall continue in full force and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rateeffect. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed Tenant is allowed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all transfer or sublet the whole or any part of the Building and any and all Premises. with the prior written consent of its rights under Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, provided Landlord’s successor 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, transfer, hypothecation, subletting, occupation or use by any 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. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant. terminate this Lease. The Leasehold estate under this Lease shall not, nor shall any interest assumes Landlord’s obligations hereundertherein, 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 its consent, Landlord may require Tenant to pay all expenses in connection with the assignment, and Landlord may require Tenant's assignee or transferee (or other assignees or transferees) to assume in writing all of the event Landlord assigns its rights obligations under this Lease and for Tenant to remain liable to Landlord under the Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations. SEE PARAGRAPH 56.
Appears in 3 contracts
Sources: Lease Agreement (Latitude Communications Inc), Lease Agreement (Latitude Communications Inc), Lease Agreement (Latitude Communications Inc)
Assignment and Subletting. Section 18.01 18.01. If Tenant should desire to assign this Lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant subTenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s 's assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time space and to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in continue this Lease includingin full force and effect as to the entire Premises, without limitationin which case, the provision any judgment against Landlord for unreasonable denial shall be limited to specific performance of the entry approval of judgment by confession for monetary damages said assignment or sublease and possession as set forth in Section 24.02reasonable attorneys' fees along with costs related to obtaining such judgement. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s 's obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees sublessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 18.02. Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s 's successor in interest assumes Landlord’s 's obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s 's successor in interest for performance of such obligations.
Appears in 2 contracts
Sources: Office Lease Agreement (Select Medical Corp), Office Lease Agreement (Select Medical Corp)
Assignment and Subletting. Section 18.01 No assignment of this Lease or sublease of all or any part of the Premises shall be permitted, except as provided in this Article 16.
(a) Tenant shall not, without the prior written consent of Landlord, assign or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof, or permit the use of 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, terminate this Lease. This Lease shall not, nor shall any interest of Tenant herein, be assignable by operation of law without the written consent of Landlord.
(b) If at any time or from time to time during the Term Tenant should desire desires to assign this Lease or sublet the Premises (all or any part thereof)of the Premises, Tenant shall give notice to Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to setting forth the space so affected by Tenant in its notice, in which event Tenant, subject to the terms and provisions of this Lease which expressly survive the termination hereofproposed assignment or sublease, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to and the subsequent written approval 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 after Tenant's 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,
(1) Landlord shall have the right to approve such proposed assignee or subtenant, which approval shall not be unreasonably withheld;
(2) The assignment or sublease shall be on the same terms set forth in the notice given to Landlord;
(3) No assignment or sublease shall be valid and no assignee or sublessee shall take possession of the Premises until an executed counterpart of such assignment or sublease has been delivered to Landlord;
(4) No assignee or sublessee shall have a further right to assign or sublet except on the terms herein contained; and
(5) Any sums or other economic consideration received by Tenant asa result of such assignment or subletting, and provided however denominated under the assignment or sublease, that if exceed, in the Rental rate agreed upon between aggregate, (i) the total sums which Tenant and its proposed subtenant is greater than the Rental rate that Tenant must obligated to pay Landlord hereunderunder this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased), then 100% of plus (ii) any real estate brokerage commissions or fees payable in connection with such excess Rental shall be considered additional Rental owed by Tenant to Landlordassignment or subletting, and shall be paid by Tenant to Landlord in the same manner that as additional rent under this Lease without affecting or reducing any other obligations of Tenant pays Annual Base Rental; orhereunder,
(c6) to refuse to consent to Tenant’s The assignee or sublessee shall assume, in full, the obligations of Tenant under this Lease;
(7) In the event of any assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, with the Landlord's consent, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations in any event remain fully liable under this Lease. Any attempted assignment If Tenant is a corporation, limited liability company or sublease by Tenant in violation partnership, the sale or other transfer of forty-nine percent (49%) or more of the terms and provisions shares or other equity interest of this Section 18.01 Tenant shall be voiddeemed an assignment under this Article 16 and shall require the consent of Landlord. In Tenant understands and acknowledges that any options granted under this Lease, including without limitation renewal options, are personal to the named Tenant and shall terminate and be of no event shall Tenant solicit assignees further force or sub lessees effect in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, Lease or a subleasing of the assignee, for purposes Premises.
(e) No subletting or assignment shall release Tenant of Tenant's obligations under this Agreement, 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 acceptance of Rent by Landlord from any other person shall not be deemed to have adopted be a waiver by Landlord of any provision hereof Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the warrants event of attorney and confession default by an assignee or subtenant of judgmentTenant or any successor of Tenant in the performance of any of the terms hereof, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sellproceed directly against Tenant without the necessity of exhausting remedies against such assignee, transfersubtenant or successor . Landlord may consent to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of Tenant, assignwithout notifying Tenant, or any successor of Tenant, and convey all without obtaining its or any part of the Building their consent thereto and any and all such actions shall not relieve Tenant of its rights liability under this Lease.
(f) If Tenant assigns the Lease or sublets the Premises or requests the consent of Landlord to any assignment or subletting or if Tenant requests the consent of Landlord for any act that Tenant proposes to do, provided Landlord’s successor then Tenant shall, upon demand, pay Landlord an administrative fee of One Hundred Fifty and No/100 Dollars ($150.00) plus any attorneys' fees reasonably incurred by Landlord in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of connection with such obligationsact or request.
Appears in 2 contracts
Sources: Office Suite Lease Agreement (High Desert Holding Corp.), Office Suite Lease Agreement (High Desert Holding Corp.)
Assignment and Subletting. Section 18.01 If (a) In the event that Tenant should desire desires to (x) assign the Lease or (y) sublease the whole or a portion of the Premises, to any other party the terms and conditions of such assignment or sublease shall be communicated to Landlord in writing not less than thirty (30) days prior to the proposed effective date of any such assignment or sublease.
(b) Tenant may assign this Lease or sublet the Premises Premises, subject to the Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed on the basis of the following terms and conditions:
(or any part thereof), i) Tenant shall give provide to Landlord the name and address of the assignee or sublessee.
(ii) The assignee shall assume, by written notice instrument, all of the obligations of this Lease, and a copy of such assumption agreement shall be furnished to Landlord at least 60 ten (10) days in advance thereofprior to the effective date of the assignment. Landlord The subtenant shall then have agree by written instrument not to take any action that would cause a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:default under this Lease.
(a) to terminate this Lease as to Tenant and each assignee shall be and remain liable for the space so affected by Tenant in its notice, in which event Tenant, subject to observance of all the covenants and provisions of this Lease which expressly survive Lease, including, but not limited to, the termination hereof, shall be relieved payment of all further obligations rent and additional rent due hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to through the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statuteentire Term, as the same may be amended from time renewed, extended or otherwise modified, (b) each sublessee shall, in accordance with the terms of the sublease, be and remain liable for the observance of all applicable non-monetary covenants and provisions of this Lease with respect to timethe subleased premises, through the entire term of this Lease, as the same may be renewed, extended or otherwise modified and no sublease shall permit any subtenant to violate any of the terms of this Lease.
(iv) Tenant shall promptly pay to Landlord seventy-five (75%) percent of the rent and any other consideration received for or in connection with any assignment or sublease, however denominated, as and when received, in excess of the rent required to be paid by Tenant hereunder after first deducting any actual out-of-pocket expenses (including, but not limited to brokerage fees, attorneys’ fees, and tenant fit-up costs) incurred by Tenant in effecting such assignment or sublease.
(v) In any event, the acceptance by Landlord of any rent from any of the subtenants or the failure of Landlord to insist upon a strict performance of any of the terms, conditions and covenants herein from any assignee or subtenant shall not release Tenant herein, from any and all of the obligations herein during and for the entire terms of this Lease.
(vi) Tenant shall only assign or sublet the Premises to an assignee or sublessee (1) whose financial status is acceptable to Landlord, at Landlord’s reasonable discretion, and (2) whose use is acceptable to Landlord, at Landlord’s sole, but commercially reasonable, discretion.
(vii) Landlord shall require Tenant to pay to Landlord the amount of Seven Hundred Fifty and 00/100 ($750.00) Dollars as payment to cover its handling charges for each request for consent to any assignment or sublet prior to its consideration of the same.
(viii) Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no other claim or cause of action against Landlord as a result of Landlord’s actions in refusing to consent thereto.
(ix) The assignment or sublease shall provide that there shall be no further assignments and/or subletting without Landlord’s consent which consent shall not be unreasonably withheld or delayed.
(c) Notwithstanding anything contained in this Paragraph 25 to the contrary, Tenant shall have the right to assign this Lease or sublease the whole of the Premises to an entity controlling, controlled by, or under common control with Tenant or in connection with a merger or consolidation of Tenant with another company or a sale of all or substantially all of the assets of Tenant. Any assignment in connection with a transaction of the nature permitted pursuant to the preceding sentence, shall not be deemed subject to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee provisions of subsections, (a), b(iv) or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenantsb(vi)(1) hereof, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and but all other provisions of this Section 18.01 Paragraph shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the sameapply.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 2 contracts
Assignment and Subletting. Section 18.01 If In the event Tenant should desire to assign this Lease or sublet the Premises (or any part thereof)Premises, Tenant shall give Landlord written notice of such desire at least 60 forty-five (45) days in advance thereofof the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of 30 fifteen (15) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
either (ai) to terminate this Lease lease as to of the space date so affected specified by Tenant in its noticeTenant, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall Tenant will be relieved of all further obligations hereunder as to such space;
hereunder, or (bii) to permit Tenant to assign or sublet such space, subject, however, subject to the subsequent prior written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall consent not to be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, unreasonably withheld so long as the same may be amended from time to time, use of the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless Premises by the proposed assignee or sub-lessee would be a permitted use and the proposed assignee is of sound financial condition as reasonably determined by Landlord. If Landlord should fail to notify Tenant in writing of such election within said fifteen (15) day period, Landlord shall have agreed in writing with deemed to have consented to such assignment or sublease. Failure by Landlord to assume approve a proposed assignee shall not cause a termination of this Lease. Any rents or other consideration realized by Tenant under any such sublease and perform each assignment in excess of the covenantsRents hereunder, obligations, and agreements after amortization of the reasonable costs of extra tenant improvements for which Tenant in this Lease includinghas paid and reasonable subletting and assignment costs, without limitation, the provision of the entry of judgment by confession for monetary damages shall be divided and possession as set forth in Section 24.02paid ninety percent (90%) to Landlord and ten percent (10%) to Tenant. No Upon assignment or subletting by Tenant, approved by Landlord, Tenant shall relieve Tenant be relieved of Tenant’s obligations any obligation under this Lease. Any attempted assignment or sublease by Tenant in violation of subletting which conflicts with the terms and provisions of this Section 18.01 hereof shall be void. In no event Notwithstanding the above, to the extent that Tenant has more than fifty (50%) percent direct common ownership with Tenant's proposed assignee or sublessee, Tenant shall Tenant solicit assignees be allowed to assign or sub lessees sublease this Lease subject only, in other Buildings owned by the case of an assignment, to Tenant's proposed assignee executing, with Landlord, or at less than a fair market rate. In an assumption agreement agreeing to be fully bound to the event of an assignment terms and conditions of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 2 contracts
Sources: Commercial Lease (Advanta Corp), Lease (Advanta Corp)
Assignment and Subletting. Section 18.01 If Tenant should desire shall not assign, transfer, or 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 shall require Tenant to pay to Landlord, as Additional Rent, all rents and/or additional consideration due Tenant from its assignees, transferees, or subtenants in excess of the Rent payable by Tenant to Landlord hereunder for the assigned, transferred and/or subleased space. Tenant shall, by thirty (30) days written notice, advise Landlord of its intent to assign this or transfer Tenant's interest in the Lease or sublet the Premises (or any portion thereof for any part thereof), Tenant shall give Landlord written notice at least 60 of the term hereof. Within fifteen (15) days in advance thereof. Landlord shall then have a period of 30 days following after receipt of such notice within which to notify Tenant said written notice, Landlord may, in writing that Landlord elects either:
(a) its sole discretion, elect to terminate this Lease as to the space so affected portion of the Premises described in Tenant's notice on the date specified in Tenant's notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said fifteen (15) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or other transferee for presentment to Landlord for Landlord's approval, all in its noticeaccordance with the terms, in which event Tenantcovenants, subject to the provisions and conditions of this paragraph 15. If Tenant intends to sublet twenty-five percent (25%) or more of the Premises and Landlord elects to terminate this Lease, this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subjectterminated on the date specified in Tenant's notice. If, however, this Lease shall terminate pursuant to the subsequent written approval foregoing with respect to less than all the Premises, the rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of the proposed assignee or subtenant square feet retained by LandlordTenant, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages as so amended shall continue in full force and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rateeffect. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed Tenant is allowed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all transfer or sublet the whole or any part of the Building and any and all Premises, with the prior written consent of its rights under Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, provided 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’s successor in interest assumes Landlord’s , which consent shall not be unreasonably withheld. 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 hereunderhereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and in shall constitute a breach of this Lease by Tenant and shall, at the event option of Landlord assigns its rights exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this LeaseLease 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 its consent, Landlord shall be released from any further obligations hereunderrequire Tenant to pay all expenses in connection with the assignment, and Landlord shall require Tenant's assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant agrees to look solely remain liable to Landlord’s successor Landlord under the Lease. Notwithstanding the above, in interest for performance of such obligationsno event will Landlord consent to a sub-sublease.
Appears in 2 contracts
Sources: Lease Agreement (PLX Technology Inc), Lease Agreement (PLX Technology Inc)
Assignment and Subletting. Section 18.01 If Tenant should desire to assign 16.1 Except as provided in this Lease or sublet the Premises (or any part thereof)Article, Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease includingnot, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of TenantLandlord’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transferprior consent, assign, and convey encumber or otherwise transfer this lease or any interest in this lease, by operation of law or otherwise, or sublet or permit others to occupy all or any part of the Building Premises, or license concessions or lease departments in the Premises, and any and assignment, encumbrance, transfer, sublet, occupancy agreement, license or department lease shall be void ab initio if not in accordance with this Article. The transfer or issuance (by one or more related or unrelated transactions) of ownership interests of Tenant, or any Guarantor, or any direct or indirect owner of Tenant, which results in 50 percent or more of the ownership interests of that person being held by persons who did not hold 50 percent or more of those ownership interests on the date of this lease shall be considered an assignment of this lease which requires Landlord’s consent, unless such ownership interests are publicly traded on a national stock exchange or over-the-counter market. Tenant shall not permit any advertising or circulars regarding availability of the Premises for sublease or assignment to publicize an asking price that is equal to or less than Landlord’s then current asking price.
Section 16.2 If Tenant desires to assign this lease or to sublet all or substantially all of its rights under this Leasethe Premises, provided then upon Landlord’s successor in interest assumes Landlord’s obligations hereunderreceipt of the Consent Request (hereinafter defined), together with the documents and in the event Landlord assigns its rights information required under this LeaseSection 16.4(d), Landlord may, at its option, elect to terminate this lease by notice given to Tenant, which notice shall specify a date for the termination of this lease (the “Recapture Termination Date”). Such option shall be released from any further obligations hereunderexercised by giving Tenant notice of exercise within thirty (30) days after the date Landlord receives the Consent Request and the documents and information required under Section 16.4(d). The Recapture Termination Date shall be a date no earlier than two (2) months and no later than four (4) months after the date the Consent Request and such supplemental documents and information are delivered to Landlord. Upon the Recapture Termination Date, this lease and the term thereof shall end and expire as fully and completely as if such date were the date set forth herein as the stated Expiration Date. Tenant agrees to look solely shall thereupon quit, surrender and vacate the Premises, without prejudice, however, to Landlord’s successor rights and remedies against Tenant under the lease provisions in interest effect prior to the Recapture Termination Date or with respect to periods prior to the Recapture Termination Date, and any Rent owing shall be paid up to such date and any payments of Rent made by Tenant which were on account of any period subsequent to such date shall be returned to Tenant. If Landlord so terminates this lease, Landlord may, at its option and without liability to Tenant, lease the Premises to any person or entity that was negotiating with Tenant or that signed a lease, sublease or assignment agreement with Tenant for performance the Premises.
Section 16.3 Notwithstanding any provision of this lease to the contrary, provided that Tenant shall not be in Default at the time of time of each such transaction, and provided further, that each such transaction is for a good business purpose and not principally for the purpose of transferring the leasehold estate created by this lease, Landlord’s consent shall not be required with respect to the following transactions (the “Permitted Transactions”): (a) a merger, or consolidation of Tenant with another entity (provided that the resulting entity has a net worth at least equal to or in excess of the net worth of Tenant as of the date of this lease or as of the date immediately prior to such merger or consolidation, whichever is greater); and (b) an assignment of this lease to an entity in connection with such entity’s purchase of all or substantially all of Tenant’s assets, provided that the assignee has a net worth at least equal to or in excess of the net worth of Tenant as of the date of this lease or as of the date immediately prior to such transfer, whichever is greater; and (c) an assignment of this lease or a sublease of all or part of the Premises, to an entity that is controlled by, in control of, or under common control with, Tenant, and remains under such control for the remainder of the Term, provided such assignee or subtenant has a net worth at least equal to or in excess of the net worth of Tenant as of the date of this lease or as of the date immediately prior to such sublease, whichever is greater.
Section 16.4 Tenant acknowledges that the character and nature of the stores, store management and operations within the Building are important to Landlord and to the success of the Building. Subject to Tenant’s compliance with the applicable provisions of this Article, ▇▇▇▇▇▇▇▇ agrees not to unreasonably withhold or delay its consent to a proposed assignment of this lease or sublease of the entire Premises provided all the following conditions are met:
(a) Such assignee or subtenant shall use and occupy the Premises only for the
(b) Such assignment or sublease shall not, in Landlord’s judgment, adversely affect the quality and type of business operation which Tenant has conducted theretofore at the Premises in compliance with the provisions of this lease.
(c) The principal(s) of such obligationsassignee or subtenant shall possess qualifications for operating Tenant’s business that are substantially equivalent to Tenant’s qualifications, and have demonstrated recognized experience in successfully operating such a business.
(d) ▇▇▇▇▇▇ delivers to Landlord a written request (the “Consent Request”) for Landlord’s consent which shall include (i) the name and address of the proposed subtenant or assignee, (ii) the nature and character of the business of the proposed subtenant or assignee, (iii) current bank, financial and other credit information on the proposed subtenant or assignee, and
Appears in 2 contracts
Sources: Retail Lease, Retail Lease
Assignment and Subletting. Section 18.01 If Tenant should desire Not without the prior written consent of Landlord to assign this Lease Lease, to make any sublease, or sublet to permit occupancy of the Premises (or any part thereof)thereof by anyone other than Tenant, Tenant shall give voluntarily or by operation of law, except as hereinafter provided; as Additional Rent, to reimburse Landlord written notice at least 60 days promptly for reasonable legal and other expenses incurred by Landlord in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected connection with any request by Tenant in its notice, in which event Tenant, for consent to assignment or subletting (subject to the provisions of this Lease which expressly survive Section 5.1.12 hereof); no assignment or subletting shall affect the termination hereofcontinuing primary liability of Tenant (which, following assignment, shall be relieved joint and several with the assignee); no consent to any of all further obligations hereunder the foregoing in a specific instance shall operate as a waiver in any subsequent instance. Landlord's consent to any proposed assignment or subletting is required both as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, the terms and conditions thereof and as to the subsequent written approval consistency of the proposed assignee's or subtenant's business with other uses and tenants in the Building. In addition, as to any assignee (but not as to any sublessee) Landlord's consent shall be required as to the reasonable creditworthiness of the proposed assignee or subtenant by in view of market conditions then prevailing for leases having terms and conditions comparable to this Lease. Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to 's consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No any assignment or subletting by Tenant shall relieve not be unreasonably withheld, provided that Tenant is not then in default under this Lease and that such assignee or subtenant pays therefor the greater of the Fixed Rent, Additional Rent, and all other payments then payable hereunder, or the then fair market rent for the Premises. If Tenant requests Landlord's consent to assign this Lease or to sublet any portion of the Premises such that Tenant shall not occupy at least 50,000 r.s.f. of the Premises after the date of commencement of such sublease, Landlord shall have the option, exercisable by written notice to Tenant given within 10 days after receipt of such request, to terminate this Lease as of the date of commencement the proposed sublease or assignment; provided, however, that Tenant shall have the right to rescind any such request in the event Landlord elects to so terminate this Lease by notice given to Landlord within five (5) days after the date of such termination notice from Landlord, in which event such termination notice shall be of no further force or effect; If, at any time during the Term of this Lease, Tenant is:
(i) a corporation or a trust (whether or not having shares of beneficial interest) and there shall occur any change in the identity of any of the persons then having power to participate in the election or appointment of the directors, trustees or other persons exercising like functions and managing the affairs of Tenant’s obligations under this Lease. Any attempted assignment ; or
(ii) a partnership or sublease by Tenant association or otherwise riot a natural person (and is not a corporation or a trust) and there shall occur any change in violation the identity of any of the terms persons who then are members of such partnership or association or who comprise Tenant; Tenant shall so notify Landlord and Landlord may terminate this Lease by notice to Tenant given within 90 days thereafter if, in Landlord's reasonable judgment, the credit of Tenant is thereby impaired. This paragraph shall not apply if the initial Tenant named herein is a corporation and the outstanding voting stock thereof is listed on a recognized securities exchange. Notwithstanding the foregoing provisions of this Section 18.01 shall be void5.2.1, Tenant may assign this Lease or sublet any portion of the Premises without Landlord's consent to (i) any successor of Tenant resulting from an acquisition of all or substantially all of Tenant's assets or a merger or consolidation of Tenant and (ii) any Affiliate of Tenant (as hereinafter defined) whose net worth is equal to or greater than the net worth of Tenant as of the date hereof, provided that Tenant provides Landlord at least thirty (30) days prior notice of such assignment or subletting pursuant to either of the foregoing clauses (i) or (ii). In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this LeaseAs used herein, the assigneeterm "Affiliate of Tenant" shall mean and refer to any entity controlled by, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the samecontrolling or under common control with Tenant.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 2 contracts
Sources: Lease (Vertex Pharmaceuticals Inc / Ma), Lease (BioMed Realty Trust Inc)
Assignment and Subletting. Section 18.01 If Prohibition against Leasehold Financing.
(a) Tenant should desire shall not have the right to assign this Lease or sublet more than twenty-five percent (25%) of the Premises leaseable space in the Improvements except as otherwise expressly set forth in this Paragraph 21.
(b) Tenant shall have the right upon thirty (30) days prior written notice to Landlord and Lender, with no consent of Landlord or Lender being required, to assign this Lease to any Person, provided that, unless such Person is a wholly-owned subsidiary of either Guarantor or any part thereofTenant, as a condition to any such assignment Tenant shall provide to Landlord, no later than the date on which such assignment shall become effective, a security deposit equal to eighteen (18) months of the Basic Rent then in effect (the "Assignment Security Deposit").
(c) Tenant shall have the right to sublease all or any portion of any Related Premises to any one or more subtenants without the prior written consent of Landlord or Lender provided, that, (i) if at any time there are subleases which in the aggregate result in there being under sublease more than twenty-five percent (25%) but less than fifty percent (50%) of the leasable space in the Improvements (a "Level 1 Subleasing") then, Tenant shall provide to the Landlord a security deposit equal to six (6) months of the Basic Rent then in effect (a "Level 1 Sublease Security Deposit") no later than the date on which the Level 1 Subleasing shall become effective, and (ii) if at any time there are subleases which in the aggregate sublease more than fifty percent (50%) of the leaseable space in the Improvements (a "Level 2 Subleasing") then, Tenant shall increase the Level 1 Sublease Security Deposit to equal twelve (12) months of the Basic Rent then in effect (a "Level 2 Sublease Security Deposit").
(d) If Tenant assigns all its rights and interest under this Lease, the assignee under such assignment shall expressly assume all the obligations of Tenant hereunder, actual or contingent, including obligations of Tenant which may have arisen on or prior to the date of such assignment, by a written instrument delivered to Landlord at the time of such assignment. Each sublease of any of the Related Premises shall (A) be expressly subject and subordinate to this Lease and any Mortgage encumbering the Leased Premises; (B) not extend beyond the then current Term minus one day; (C) terminate upon any termination of this Lease, unless Landlord elects in writing, to cause the sublessee to attorn to and recognize Landlord as the lessor under such sublease, whereupon such sublease shall continue as a direct lease between the sublessee and Landlord upon all the terms and conditions of such sublease; and (D) bind the sublessee to all covenants contained in Paragraphs 4(a), 10 and 12 with respect to subleased premises to the same extent as if the sublessee were the Tenant. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder or the Guarantors under the Guaranty. All such obligations of Tenant shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. No assignment or sublease shall impose any additional obligations on Landlord under this Lease.
(e) Tenant shall, within ten (10) days after the execution and delivery of any assignment or sublease, deliver a duplicate original copy thereof to Landlord which, in the event of an assignment, shall be in recordable form.
(f) As security for performance of its obligations under this Lease, Tenant hereby grants, conveys and assigns to Landlord all right, title and interest of Tenant in and to all subleases now in existence or hereafter entered into for any or all of the Leased Premises, any and all extensions, modifications and renewals thereof and all rents, issues and profits therefrom. Landlord hereby grants to Tenant a license to collect and enjoy all rents and other sums of money payable under any sublease of any of the Leased Premises, provided, however, that if at any time either (i) an Event of Default has occurred or (ii) there are subleases which in the aggregate result in there being under sublease more than twenty-five percent (25%) of the leaseable space in the Improvements Landlord shall have the absolute right at any time upon notice to Tenant and any subtenants to revoke said license and to collect such rents and sums of money. Any rents and other sums of money received by Landlord shall be applied to Rent next due and owing. Tenant shall not accept any rents more than thirty (30) days in advance of the accrual thereof nor do nor permit anything to be done, the doing of which, nor omit or refrain from doing anything, the omission of which, will or could be a breach of or default in the terms of any of the subleases.
(g) Except as otherwise specifically provided in this Paragraph 21(g), Tenant shall give Landlord written notice at least 60 days not have the power to mortgage, pledge or otherwise encumber its interest under this Lease or any sublease of any of the Related Premises, and any such mortgage, pledge or encumbrance made in advance thereofviolation of this Paragraph 21 shall be void and of no force and effect. Landlord hereby waives (i) any right to distrain Tenant's Personal Property and (ii) any Landlord's lien or similar lien upon Tenant's Personal Property, regardless of whether such lien is created by statute or otherwise, specifically excluding, however, the Equipment. At the request of Tenant, Landlord shall then have execute a period waiver (in form reasonably satisfactory to Landlord) of 30 days following receipt any Landlord's or similar lien for the benefit of any holder of a security interest in or lessor of any of Tenant's Personal Property. Landlord agrees to acknowledge (in a written form reasonably satisfactory to Landlord) to such notice within which Persons at such times and for such purposes as Tenant may reasonably request that trade fixtures owned by Tenant are Tenant's Personal Property and not party of the Leased Premises (regardless of whether or to notify Tenant in writing that Landlord elects either:what Tenant's Personal Property is affixed to the Leased Premises) or otherwise subject to the terms of this Lease.
(ah) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject Subject to the provisions of this Lease which expressly survive the termination Paragraph 35 hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign Landlord may sell or sublet such space, subject, however, to transfer the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to Leased Premises at any time without Tenant's consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall any third party who is not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform a Competitor (each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate"Third Party Purchaser"). In the event of an assignment any such transfer, Tenant shall attorn to any Third Party Purchaser as Landlord so long as such Third Party Purchaser and Landlord notify Tenant in writing of this Leasesuch transfer. At the request of Landlord, Tenant will execute such documents confirming the assignee, for purposes of this Agreement, be deemed agreement referred to have adopted the warrants of attorney above and confession of judgment, set forth in Section 24.02 such other agreements as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Leasereasonably request, provided Landlord’s successor in interest assumes Landlord’s that such agreements do not increase the liabilities and obligations of Tenant hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 2 contracts
Sources: Lease Agreement (Corporate Property Associates 15 Inc), Lease Agreement (Corporate Property Associates 15 Inc)
Assignment and Subletting. Section 18.01 If Tenant should desire desires to assign this Lease lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days of such desire together with the name of the proposed assignee or sublessee, a detailed description of its business, and current financial information about it in advance thereofsufficient detail to allow Landlord to assess the financial condition of such proposed assignee or sublessee. Landlord shall then have a period not unreasonably withhold its consent to any assignment or subletting. Landlord will consider the financial condition of the proposed assignee and/or sublessee and will compare such financial condition to Tenant's financial condition as of December 31, 2000, as reflected in Tenant's audited financial statement(s). Tenant shall give such notice and information to Landlord at least 30 days prior to the date on which Tenant desires to make such assignment or sublease. For the purposes hereof, transfer of more than half of the stock or other voting control of Tenant shall be deemed to constitute an assignment of this Lease. Landlord shall, within 10 days following receipt of such notice within which to notice, notify Tenant in writing that Landlord elects either:
either (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(bi) to permit Tenant to assign this lease or sublet such space, subject, however, or (ii) refuse to the subsequent written approval of the proposed assignee permit Tenant to assign this lease or subtenant by Landlord, and provided that if the Rental rate agreed upon between sublet such space. If Landlord should fail to notify Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% in writing of such excess Rental election within such thirty-day period, Landlord shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted elected (ii) above. 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. Tenant shall pay all costs incurred by Landlord in connection with the warrants foregoing provisions including without limitation legal fees, construction costs to reconfigure the Premises, and credit checks. Notwithstanding any assignment or subletting, Tenant and any guarantor of attorney Tenant's obligations under this lease shall at all times remain fully responsible and confession liable for the payment of judgmentthe rent herein specified and for compliance with all of Tenant's other obligations under this lease. Moreover, set forth in Section 24.02 as if the rental or other consideration (or a combination of the rental and any bonus or other consideration therefor or incident thereto) due and payable to Tenant by an assignee has executed or sublessee exceeds the same.
Section 18.02 rental payable under this lease (appropriately prorated in the case of a sublease of less than all of the Premises), then Tenant shall be bound and obligated to pay Landlord may sell(after deduction of the standard brokerage commission paid to the broker representing the pertinent sublessee, transfer, assignif in fact such a commission is paid, and convey any alteration costs) fifty percent (50%) of all such excess rental and other excess consideration within ten (10) days after receipt thereof by Tenant. Finally, upon any assignment or any part of subletting all rentals paid to Tenant by an assignee or sublessee shall be received by Tenant in trust for Landlord, to be forwarded immediately to Landlord. If Landlord transfers and assigns its interest in this lease and the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in containing the event Landlord assigns its rights under this LeasePremises, Landlord shall thereby be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s such successor in interest of the Landlord for performance of such obligations. Tenant shall not mortgage, pledge or otherwise encumber its interest in this lease or in the Premises. Notwithstanding anything contained herein to the contrary, Tenant agrees not to sublease any of its Premises or assign its lease to any lawyers or law firms in the event ▇▇▇▇▇▇ and ▇▇▇▇▇ is a tenant in the Building.
Appears in 2 contracts
Sources: Annual Report, Office Lease Agreement (Sonus Networks Inc)
Assignment and Subletting. Section 18.01 If (a) Tenant should desire shall have the right, without Landlord's consent, to assign this Lease lease or to sublet the Demised Premises as an entirety pursuant to a sublease (or any part thereofthe "Master Sublease") in a form agreed to by Tenant and the sublessee thereunder (the "Master Sublessee"), Tenant provided:
23.1.1. Such assignee of this lease shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant assume and agree in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination Section 31.1 hereof), shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, howeverduly executed and acknowledged and in form for recording, to perform and observe, from and after the subsequent written approval effective date of such assignment, all of the proposed assignee or subtenant by Landlordterms, covenants, and provided that if conditions of this lease to be observed and performed by the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each bound by all of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and other provisions of this Section 18.01 lease, and that any Master Sublessee shall agree in writing, duly executed and acknowledged and in form for recording, to comply with and be subject to all the provisions of this lease; and
23.1.2. A duplicate original of such assignment or Master Sublease and the assumption agreement shall be void. In delivered to the Landlord promptly after the execution and delivery thereof, and no event such assignment or Master Sublease shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market ratebe effective unless and until the foregoing conditions have been complied with. In the event of an any such assignment in conformity with the foregoing, Tenant shall be released from the obligations of this Lease, lease accruing after the assignee, for purposes effective date of such assignment. All subsequent assignments of this Agreementlease or Master Sublease shall likewise be subject to the terms and conditions of this Section.
(b) Any Master Sublessee shall have the right to (i) mortgage, pledge, hypothecate or encumber its interest under a Master Sublease and (ii) assign or further sublease the Demised Premises in the same manner as Tenant may assign or sublease the Demised Premises as herein provided. In connection therewith, any mortgagee of the Master Sublessee's subleasehold interest in the Master Sublease shall have the same benefits afforded to any Leasehold Mortgagee of Tenant's leasehold interest as provided in Article 24 hereof. Additionally, any Master Sublease shall be deemed entitled to have adopted the warrants of attorney and confession of judgment, benefits set forth in Section 24.02 as if 25.1 and, in connection therewith, shall not be required to comply with the assignee has executed the sameprovisions of Article 25.
Section 18.02 Landlord 23.2. Notwithstanding anything to the contrary contained herein, this lease may sell, transfer, assign, and convey all or be assigned at any part time without Landlord's consent pursuant to the provisions of Article 24.
Section 23.3. Tenant shall have the right to sublet portions of the Building Demised Premises at any time and any and all of its rights under this Leasefrom time to time without Landlord's consent, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunderprovided, and Tenant agrees hereby agrees, that (a) each sublease of any portion of the Demised Premises which is hereafter made shall be in writing, (b) each sublease shall be made on an arms' length basis, on reasonable rentals and terms, (c) no such sublease shall in any way affect or reduce any of the obligations of Tenant under this lease and (d) a true copy of each sublease shall be delivered by Tenant to look solely Landlord promptly after the execution and delivery thereof. In the event that Tenant wishes to Landlord’s successor let the Demised Premises or any portion thereof for a term extending beyond the term hereof, or to grant any subtenant the option to extend the terms of its letting beyond the terms of this lease, Landlord hereby covenants to enter into a direct lease for such additional term, or extension, as the case may be, with such subtenant on the same terms and conditions as set forth in interest for performance such sublease, other than the term of such obligationsdirect lease.
Section 23.4. If this lease shall be sublet in part by Tenant, Landlord may, after default by Tenant, collect rent from the subtenant and apply the net amount collected to the Fixed Annual Rent and Additional Rent payable under this lease, but no such subletting or collection shall be deemed a waiver of the provisions of this Section, or acceptance of the subtenant as a tenant.
Appears in 2 contracts
Sources: Lease (Northstar Capital Investment Corp /Md/), Lease (Northstar Capital Investment Corp /Md/)
Assignment and Subletting. Section 18.01 (a) If at any time or from time to time during the term of this Lease Tenant should desire desires to sublet all or any part of the Premises, 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 terms of this Lease, to terminate this Lease. 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 as to a subletting of the entire Premises;
(3) No sublease shall be valid and no subtenant shall take possession of the Premises subleased 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 rental or other payments received which are attributable to the amortization of the cost of leasehold improvements, other than building standard tenant improvements, made to the public portion of the Premises by Landlord) 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 additional rental under this Lease without affecting or reducing any other obligation of Tenant hereunder.
(b) Notwithstanding the provisions of paragraph 13 and 31(a) above, Tenant may assign this Lease or sublet the Premises (or any part portion thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by without Landlord, 's consent and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant without extending any option to Landlord, and shall be paid to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from the merger or consolidation with Tenant, or to any person or entity which acquires all the assets of Tenant to Landlord in as a going concern of the business that is being conducted on the Premises, provided that said assignee has substantially the same manner that or better financial condition than Tenant pays Annual Base Rental; orand assumes, in full, the obligations of Tenant under this Lease.
(c) Regardless of Landlord's consent, no subletting or assignment shall release Tenant of Tenant's obligation or alter the primary liability of Tenant to refuse pay the rental and to consent perform all other obligations to Tenant’s assignment or subleasing be performed by Tenant hereunder. The acceptance of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended rental by Landlord from time to time, the Landlord, any other person shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with a waiver by Landlord of any provision hereof. Consent to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No one assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted not be deemed consent to any subsequent assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market ratesubletting. In the event of an assignment default by any assignee 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 assignee or successor. Landlord may consent to subsequent assignments or subletting of this LeaseLease or amendments or modifications to this Lease with assignee of Tenant's, the assigneewithout notifying Tenant, for purposes or any successor of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assignTenant, and convey all without obtaining its or any part their consent thereto and such action shall not relieve Tenant of the Building and any and all of its rights liability under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in .
(d) In the event Tenant shall assign or sublet the Premises or request the consent of Landlord assigns its rights under this Leaseto any assignment or subletting or if Tenant shall request the consent of Landlord for any act that Tenant proposes to do, Landlord then Tenant shall be released from any further obligations hereunder, and Tenant agrees to look solely to pay Landlord’s successor 's reasonable attorneys' fees incurred in interest for performance of such obligationsconnection therewith.
Appears in 2 contracts
Sources: Sublease (Quokka Sports Inc), Sublease (Quokka Sports Inc)
Assignment and Subletting. Section 18.01 18.01. If Tenant should desire to assign this Lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant subTenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s 's assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time space and to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in continue this Lease includingin full force and effect as to the entire Premises, without limitationin which case, the provision any judgment against Landlord for unreasonable denial shall be limited to specific performance of the entry approval of judgment by confession for monetary damages and possession as set forth in Section 24.02said assignment or sublease. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s 's obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees sublessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 18.02. Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s 's successor in interest assumes Landlord’s 's obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s 's successor in interest for performance of such obligations.
Appears in 2 contracts
Sources: Office Lease Agreement (Select Medical Corp), Office Lease Agreement (Select Medical Corp)
Assignment and Subletting. Section 18.01 If Tenant should desire to assign this Lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s 's assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time space and to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in continue this Lease includingin full force and effect as to the entire Premises, without limitationin which case, the provision any judgment against Landlord for unreasonable denial shall be limited to specific performance of the entry approval of judgment by confession for monetary damages and possession as set forth in Section 24.02said assignment or sublease. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s 's obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s 's successor in interest assumes Landlord’s 's obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s 's successor in interest for performance of such obligations.
Appears in 2 contracts
Sources: Office Lease Agreement (Select Medical Holdings Corp), Office Lease Agreement (Select Medical Corp)
Assignment and Subletting. Section 18.01 Tenant shall not, without the prior written consent of Landlord (which shall not be unreasonably withheld or delayed), assign this Lease Agreement or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void. If at any time during the Term Tenant should desire desires to assign this Lease Agreement or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building Premises, Tenant shall give notice (and any valid notice must be in writing) to Landlord of such desire, including the name, address and all contact party for the proposed assignee or subtenant, the effective date of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunderthe proposed assignment or sublease (including the proposed occupancy date by the proposed assignee or sublessee), and in the instance of a proposed sublease, the square footage to be subleased, a floor plan professionally drawn to scale depicting the proposed sublease area (recognizing that the one attached as Exhibit “A” meets such criteria), and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms no later than prior to the scheduled expiration of this Lease Agreement, and immediately upon the sooner termination hereof). Landlord may, at its option, exercisable by written notice given to Tenant within forty-five (45) days next following Landlord’s receipt of Tenant’s notice, elect to recapture the Premises if Tenant is proposing to sublet or terminate this Lease Agreement in the event Landlord assigns its rights under this Leaseof an assignment. 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 Rent and to perform all other obligations to be performed by Tenant hereunder for the remainder of the then current Lease Term. Landlord shall be released from entitled to a one-time $250.00 fee for consenting to any further obligations hereundersublet or assignment. Provided, and Tenant agrees however, that at no time shall the use of the Premises by Tenant’s bank affiliates be considered an assignment or subletting (including but not limited to look solely to Landlord’s successor as that described in interest for performance of such obligationsthis Article 9).
Appears in 2 contracts
Sources: Lease Agreement, Lease Agreement (Alliance Data Systems Corp)
Assignment and Subletting. Section 18.01 If Tenant should desire shall not assign, transfer, or 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 shall require Tenant to pay to Landlord, as additional Rent, all rents and/or additional consideration due Tenant from its assignees, transferees, or subtenants in excess of the Rent payable by Tenant to Landlord hereunder for the assigned, transferred and/or subleased space; provided, however, that before sharing such excess rent, Tenant shall first be entitled to recover from such excess rent the amount of any reasonable leasing commissions related to said transaction paid by Tenant to third parties not affiliated with Tenant. Tenant shall, by thirty (30) days written notice, advise Landlord of its intent to assign this or transfer Tenant's interest in the Lease or sublet the Premises (or any portion thereof for any part thereof), Tenant shall give Landlord written notice at least 60 of the term hereof. Within thirty (30) days in advance thereof. Landlord shall then have a period of 30 days following after receipt of such notice within which said written notice, if Tenant intends to notify Tenant assign or sublet more than fifty percent (50%) of the Premises, Landlord may, in writing that Landlord elects either:
(a) its sole discretion, elect to terminate this Lease as to the space so affected portion of the Premises described in Tenant's notice on the date specified in Tenant's notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said thirty (30) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or other transferee for presentment to Landlord for Landlord's approval, all in its noticeaccordance with the terms, in which event Tenantcovenants, subject to the provisions and conditions of this paragraph 19. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subjectterminated on the date specified in Tenant's notice. If, however, this Lease shall terminate pursuant to the subsequent written approval foregoing with respect to less than all the Premises, the rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of the proposed assignee or subtenant square feet retained by LandlordTenant, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages as so amended shall continue in full force and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rateeffect. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed Tenant is allowed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all transfer or sublet the whole or any part of the Building and any and all Premises, with the prior written consent of its rights under Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, provided 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’s successor in interest assumes Landlord’s . 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 hereunderhereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and in shall constitute a breach of this Lease by Tenant and shall, at the event option of Landlord assigns its rights exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this LeaseLease 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 shall be released from any further obligations hereunderrequire Tenant to pay all expenses in connection with the assignment, and Landlord shall require Tenant's assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant agrees to look solely remain liable to Landlord’s successor Landlord under the Lease. Notwithstanding the above, in interest for performance of such obligationsno event will Landlord consent to a sub-sublease. See Paragraph 50.
Appears in 2 contracts
Sources: Lease Agreement (Saba Software Inc), Lease Agreement (Saba Software Inc)
Assignment and Subletting. Section 18.01 If Tenant should desire shall not assign, transfer, or 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 shall require Tenant to pay to Landlord as Additional Rent, seventy-five (75%) percent of all rents and/or additional consideration due Tenant from its assignees, transferees or subtenants in excess of the Rent payable by Tenant to Landlord hereunder for the assigned, transferred and/or subleased space ("Excess Rent"); provided, however, that before sharing such Excess Rent, Tenant shall first be entitled to recover from such Excess Rent the amount of any reasonable leasing commissions related to said transaction paid by Tenant to third party brokers not affiliated with Tenant. Tenant shall by thirty (30) days written notice, advise Landlord of its intent to assign this or transfer Tenant's interest in the Lease or sublet the Premises (or any portion thereof for any part thereof), Tenant shall give Landlord written notice at least 60 of the term hereto. Within thirty(30) days in advance thereof. Landlord shall then have a period of 30 days following after receipt of such notice within which to notify Tenant said written notice, Landlord may, in writing that Landlord elects either:
(a) its sole discretion, elect to terminate this Lease as to the space so affected portion of the Premises described in Tenant's notice on the date specified in Tenant's notice by giving written notice of such election to termination. If no such notice to terminate is given to Tenant within said thirty (30) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or other transferee for presentment to Landlord for Landlord's approval, all in its noticeaccordance with the terms, in which event Tenantcovenants, subject to the provisions and conditions of this paragraph 19. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subjectterminated on the date specified in Tenant's notice. If, however, this Lease shall terminate pursuant to the subsequent written approval foregoing with respect to less than all the Premises, the rest, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of the proposed assignee or subtenant square feet retained by LandlordTenant, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages as so amended shall continue in full force and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rateeffect. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed Tenant is allowed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all transfer or sublet the whole or any part of the Building and any and all Premises, with the prior written consent of its rights under Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, provided 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’s successor in interest assumes Landlord’s . 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 hereunderhereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and in shall constitute a breach of the event Lease by Tenant and shall, at the option of Landlord assigns its rights exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this LeaseLease 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 shall be released from any further obligations hereunderrequire Tenant to pay all expenses in connection with the assignment, and Landlord shall require Tenant's assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.remain liable to
Appears in 2 contracts
Sources: Lease Agreement (Ipass Inc), Lease Agreement (Ipass Inc)
Assignment and Subletting. Section 18.01 No assignment of this Lease or sublease of all or any part of the Premises shall be permitted, except as provided in this Article 16.
a. Tenant shall not, without the prior written consent of Landlord, assign or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof, or permit the use of 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, terminate this Lease. This Lease shall not, nor shall any interest of Tenant herein, be assignable by operation of law without the written consent of Landlord.
b. If at any time or from time to time during the Term Tenant should desire desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord 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 after Tenant's 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:
(1) Landlord shall have the right to approve such proposed assignee or subtenant, which approval shall not be unreasonably withheld;
(2) The assignment or sublease shall be on the same terms set forth in the notice given to Landlord;
(3) No assignment or sublease shall be valid and no assignee or sublessee shall take possession of the Premises until an executed counterpart of such assignment or sublease has been delivered to Landlord;
(4) No assignee or sublessee shall have a further right to assign or sublet except on the terms herein contained; and
(5) Any sums or other economic consideration received by Tenant as a result of such assignment or subletting, however denominated under the assignment or sublease, which exceed, in the aggregate, (i) the total sums which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased), plus (ii) any real estate brokerage commissions or fees payable in connection with such assignment or subletting, shall be paid to Landlord as additional rent under this Lease without affecting or reducing any other obligations of Tenant hereunder.
c. Notwithstanding the provisions of paragraphs a and b above, Tenant may assign this Lease or sublet the Premises (or any part portion thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the without Landlord's consent and without extending any recapture or termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant option to Landlord, and shall be paid to any corporation which controls, is controlled by Tenant or is under common control with Tenant, or to Landlord in any corporation resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to assets of Tenant’s assignment or subleasing of such space's business as a going concern, provided such refusal notwithstanding anything contained that (i) the assignee or sublessee assumes, in legislation, law or statute, as the same may be amended from time to timefull, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each obligations of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights (ii) Tenant remains fully liable under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance (iii) the use of such obligationsthe Premises under Article 8 remains unchanged.
Appears in 2 contracts
Sources: Lease Amendment (Interactive Telesis Inc), Lease Agreement (Webvan Group Inc)
Assignment and Subletting. Section 18.01 If 17.1 Except as otherwise set forth herein, Tenant should desire shall not assign, mortgage, pledge, hypothecate or encumber this Lease nor the leasehold estate hereby created or any interest herein, or sublet the Premises or any portion thereof, or license the use of all or any portion of the Premises without the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion. Provided, however, that Tenant shall have the right, upon giving notice to Landlord, to assign this Lease or sublet all or any portion of the Premises (or any part thereof), to an Affiliate of Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of so long as such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed Affiliate agrees to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment bound by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Lease and, in the case of an assignment, assumes Tenant's obligations under this Lease. The restriction or limitation on use of the Premises shall continue to apply to any subtenant or assignee hereunder. Any consent by Landlord to any act requiring consent pursuant to this Section 18.01 17.1 shall not constitute a waiver of the necessity for such consent to any subsequent act. Tenant shall pay all reasonable costs, expenses and reasonable attorneys' fees that may be void. In no event shall incurred or paid by Landlord in processing, documenting or administering any request of Tenant solicit assignees for Landlord's consent required pursuant to this Section 17.1.
17.2 Landlord may reasonably require that each proposed assignee or sub lessees sublessee agree, in other Buildings owned by a written agreement satisfactory to Landlord, or at less than a fair market rate. In to assume and abide by all the event of an assignment terms and provisions of this Lease, including those which govern the assigneepermitted uses of the Premises.
17.3 In the absence of an express agreement in writing to the contrary executed by Landlord, for purposes no assignment, mortgage, pledge, hypothecation, encumbrance, subletting or license hereof or hereunder shall act as a release of Tenant from any of the provisions, covenants and conditions of this Agreement, be deemed to have adopted Lease on the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building Tenant to be kept and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.performed. SECTION 18 LEASEHOLD FINANCING
Appears in 2 contracts
Sources: Lease Agreement (Wynn Resorts LTD), Lease Agreement (Wynn Resorts LTD)
Assignment and Subletting. Section 18.01 If a. Tenant should desire may not assign this Lease, sublet, encumber of grant a license as to assign the Premises or permit any use of the Premises by another party (collectively, “Transfer”), without the prior written consent of Landlord. A transfer or series of transfers whereby fifty percent (50%) or more of the ownership interests in Tenant are transferred, or an assignment or transfer by operation of law or otherwise in connection with a merger, consolidation, reorganization, stock sale or other like transaction, shall also constitute a Transfer. Landlord’s consent to one Transfer shall not constitute consent to a subsequent Transfer. Any Transfer without Landlord’s consent shall be void and, at the option of Landlord, shall terminate this Lease. Landlord’s waiver or consent to any Transfer shall be ineffective unless set forth in writing, and Tenant shall not be relieved from any of its obligations under this Lease unless Landlord’s consent expressly so provides. The acceptance of Rent hereunder, or the acceptance of performance of any other term, covenant, or condition hereof, from any other person or entity shall not be deemed to be a waiver of any of the provisions of this Lease or sublet a consent to any Transfer.
b. If Tenant desires to Transfer this Lease or the Premises Premises, then at least thirty (or any part thereof30) days before the date Tenant desires the Transfer to be effective (the “Transfer Date”), Tenant shall give Landlord a notice (the “Transfer Notice”) containing such information, including a copy of any proposed assignment or sublease, as Landlord may deem reasonably necessary to its consideration whether to grant its consent. Landlord may, by giving written notice at least 60 to Tenant within thirty (30) days in advance thereof. Landlord shall then have a period of 30 days following after receipt of the Transfer Notice: (i) grant such consent, (ii) refuse such consent, in its reasonable discretion, or (iii) terminate this Lease with respect to the space described in the Transfer Notice as of the Transfer Date (a “Transfer Termination”). If Landlord delivers notice within which of its election to notify Tenant exercise a Transfer Termination, this Lease, and the term and estate herein granted, shall terminate as of the Transfer Date with respect to the space described in writing that such Transfer Notice. No failure of Landlord elects either:
(a) to exercise any such option to terminate this Lease as Lease, or to deliver a timely notice in response to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereofTransfer Notice, shall be relieved of all further obligations hereunder as deemed to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, be Landlord’s consent to the subsequent written approval proposed Transfer. Tenant shall reimburse Landlord for all of the proposed assignee or subtenant by Landlord, ’s reasonable out-of-pocket expenses in connection with its consideration of any Transfer Notice. The parties acknowledge and provided agree that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental it shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to reasonable for Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to a Transfer to an existing occupant of the Project or to an entity with which Landlord is then negotiating, or has negotiated in the preceding month, to lease premises in the Project.
c. If the rental due and payable by a transferee (or a combination of the rental payable under such Transfer plus any bonus or other consideration therefor or incident thereto in any form) exceeds the sum of the Rent payable under this Lease (“Profit”), then Tenant shall pay Landlord as additional Rent hereunder fifty percent (50%) of the Profit within three (3) days following receipt thereof by Tenant’s assignment . If Tenant shall sublet the Premises or subleasing of such spaceany part thereof, provided such refusal notwithstanding anything contained in legislation, law or statuteTenant hereby immediately and irrevocably assigns to Landlord, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession security for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms , all rent from any such subletting, and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, collect such rent and convey all or any part of the Building and any and all of its rights apply it toward Tenant’s obligations under this Lease; except that, provided Landlord’s successor in interest assumes Landlord’s obligations hereunderuntil the occurrence of a default, and in Tenant shall have the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees right to look solely to Landlord’s successor in interest for performance of collect such obligationsrent.
Appears in 2 contracts
Sources: Lease (Protagonist Therapeutics, Inc), Lease (Protagonist Therapeutics, Inc)
Assignment and Subletting. Section 18.01 If (a) Subject to ▇▇▇▇▇▇'s rights pursuant to subparagraph (b) below, Tenant should desire shall have the right to assign this Lease or sublet all or part of the Premises (or any part thereof), Tenant shall give Landlord with the prior written notice at least 60 days in advance thereof. Landlord shall then have a period consent of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to which consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed unreasonably withheld, conditioned, or delayed, and which shall include Landlord’s consideration of any change in use and the creditworthiness of such proposed subtenant or assignee. Tenant shall continue to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless remain primarily liable to Landlord for the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each payment of the covenantsrent and the performance of all of Tenant's other obligations under this Lease for the remainder of the term of this Lease, obligationsunless Landlord, in its reasonable discretion, determines that the assignee is at least as creditworthy as the original Tenant, and agreements of has the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of ability to perform Tenant’s obligations under this Lease. Any attempted assignment Except as specifically permitted herein, Tenant shall not allow or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment permit any transfer of this Lease, the assignee, for purposes or of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth any interest in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in by operation of law and shall not mortgage, pledge, or encumber this Lease or any interest assumes Landlord’s obligations hereunderherein. Except for an assignment or sublease to a permitted assignee or subtenant pursuant to subparagraph (b) below, and in no assignee or subtenant shall have any right to extend the event Landlord assigns its rights under this Lease, Landlord shall be released from term of the Lease or exercise any further obligations hereunder, and option to purchase.
(b) Tenant agrees to look solely will have the right upon fifteen (15) days' prior written notice to Landlord’s successor in , but without Landlord's prior written consent, to assign this Lease or sublease all or part of the Premises to any affiliate of Tenant or the parent of Tenant or to any successor-in-interest for performance by merger or acquisition to the operating bank so long as such entity has a net worth equal to or greater than that of Tenant and provided further that such obligationspermitted assignee or subtenant shall have the right to exercise any option to extend or option to purchase set forth herein.
Appears in 2 contracts
Sources: Building Lease (Solera National Bancorp, Inc.), Building Lease (Solera National Bancorp, Inc.)
Assignment and Subletting. Section 18.01 If (a) Subject to the approval of Landlord, which shall not be unreasonably withheld, Tenant should desire shall be entitled to assign this Lease or sublet sublease the entirety of the Premises to any person or entity provided, however, that prior to any assignment and/or sublease to a third party other than an entity owned or controlled by the same owning or controlling interest as Tenant or a current USA student who qualifies for USA housing and is leasing a portion of the Premises for said housing, Tenant must first offer Landlord the opportunity to lease the Premises under the same terms as those offered to or by the third party, provided, however, that Landlord and USA’s rights under this Paragraph 17 shall not apply to a foreclosure sale by a leasehold mortgagee or to a subsequent sale by such mortgagee who was the successful bidder at the foreclosure sale (provided, however, that no subsequent sale by a successful bidder may be made pursuant to the terms of this paragraph of this Lease without the prior written approval of Landlord which approval shall not be unreasonably withheld). Landlord shall have thirty (30) days from Tenant’s notification of potential assignment or any part thereof)sublease to a third party to lease the Premises pursuant to this Paragraph 17. No assignment by Tenant shall operate to release Tenant of its future obligations under this Lease, unless Landlord shall agree in writing to the contrary. As long as all rent and other obligations due are being timely paid to Landlord, Tenant shall give Landlord written notice at least 60 days be solely entitled to any consideration paid by the assignee, including, but not limited to, compensation for the Improvements or equipment located thereon, goodwill and rent in advance thereof. Landlord shall then have a period excess of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate the amounts set forth by this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;Lease.
(b) to permit Tenant Landlord shall be entitled to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assigneein whole or in part, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the sameany person or entity.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 2 contracts
Sources: Ground Lease (Campus Crest Communities, Inc.), Ground Lease (Campus Crest Communities, Inc.)
Assignment and Subletting. Section 18.01 If (a) Tenant should desire shall not have the right to assign or pledge this Lease or to sublet the whole or any part of the Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant, or assign this Lease for security purposes, without the prior written consent of Landlord, which shall not unreasonably be withheld, conditioned, or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. In the event Tenant desires to sublet the Premises (Premises, or any part portion thereof), or assign this Lease, Tenant shall give Landlord written notice thereof to Landlord at least 30 days but no more than 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt prior to the proposed commencement date of such subletting or assignment, which notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to shall set forth the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval name of the proposed assignee subtenant or subtenant by Landlordassignee, the relevant terms of any sublease and provided that if copies of financial reports and other relevant financial information of the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s or assignee. Notwithstanding any permitted assignment or subleasing of such spacesubletting, provided such refusal notwithstanding anything contained in legislation, law or statute, as Tenant shall at all times remain directly and primarily responsible and liable for the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each payment of the covenants, obligations, rent herein specified and agreements for compliance with all of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s its other obligations under this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Premises or any part thereof are then sublet, Landlord, in addition to any other remedies provided herein or by law, may collect directly from such subtenant all rents due and becoming due to Tenant under such sublease and apply such rent against any sums due to Landlord from Tenant hereunder. No such collection directly from an assignee or subtenant shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder.
(b) Notwithstanding the generality of the foregoing, Landlord’s consent shall not be required for an assignment of the Lease or a subletting of the Premises, or part thereof (each a “Permitted Transfer”), to an entity (i) into or with which Tenant is merged or consolidated, (ii) to which substantially all of Tenant’s assets are transferred, or (iii) that controls, is controlled by, or is under common control with, Tenant, provided that (x) such entity has a net worth not less than that of Tenant (and during the Initial Term, not less than that of Tenant or Guarantor, whichever is greater and other equivalent security reasonably satisfactory to Landlord is provided to Landlord), (y) Tenant shall notify Landlord no less than 10 business days prior to the effective date of such transaction by providing Landlord with the name of the resulting entity and such other details as Landlord may reasonably request, and (z) Tenant shall exercise a renewal option in accordance with Paragraph 6 hereof, if at all, prior to such Permitted Transfer (failure to so exercise a renewal option shall act to terminate all renewal options).
(c) To the extent required hereunder, consent by Landlord to any assignment or subletting shall not be construed as consent to any other assignment or subletting. Any attempted sale, assignment, mortgage, transfer of this Lease or subletting which does not comply with the provisions of this paragraph shall be void.
(d) Except in connection with a Permitted Transfer, in the event that Tenant sells, sublets, assigns, or transfers this Lease and at any time receives periodic rent and/or other consideration which exceeds that which Tenant would at that time be obligated to pay to Landlord. Tenant shall pay to Landlord 75% of the net increase in such rent as such rent is received by Tenant and 75% of any other consideration received by Tenant, after reduction for customary and reasonable brokerage commissions and legal fees incurred in negotiating and documenting the assignment or sublease.
(e) Should Landlord agree to authorize and execute an assignment or sublease by agreement, Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than will pay to Landlord on demand a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed sum equal to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor costs, including attorney’s fees, incurred in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of connection with such obligationsassignment or transfer.
Appears in 2 contracts
Sources: Lease Agreement (Avago Technologies LTD), Lease Agreement (Cyoptics Inc)
Assignment and Subletting. (a) Notwithstanding anything to the contrary contained in this Lease, except as provided in the following sentence, beginning on the Commencement Date of the Initial Premises, so long as Tenant is Target Corporation, Target Corporation shall have the right to Transfer all or any portion of the Premises without Landlord’s prior approval, provided that: (i) in connection with any assignment, Target Corporation and any assignee shall be jointly and severally liable for all of the obligations of Tenant under this Lease pursuant to any assignment; and (ii) in connection with any Transfer, Target Corporation will be entitled to retain 100% of all income from any Transfer. This Section 18.01 If 18(a) is personal to Target Corporation and is not assignable. Any assignee of Target Corporation is subject to the remaining terms of Section 18 of this Lease. Notwithstanding Target Corporation’s rights contained in this Section 18(a), Target Corporation shall provide Landlord written notice of any Transfer under this Section 18(a) and deliver applicable fully executed documentation related thereto to Landlord within thirty (30) days after the execution thereof. In addition to the above in this Section 18(a), Landlord’s prior written consent will also not be required in connection with a Corporate Transaction where Target Corporation does not survive if the surviving entity has a Tangible Net Worth and Net Current Assets immediately following the Corporate Transaction which is not less than the Tangible Net Worth and Net Current Assets of Target Corporation as of the Effective Date. Tenant should desire will not partially assign its rights under this Lease but may sublet the Premises in whole or in part pursuant to the terms of this Section 18.
(b) Except for a Corporate Transaction or as provided in Section 18(a) above, Tenant shall not assign this Lease or sublet sublease the Premises or any part 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 (which consent shall not be unreasonably withheld); provided, however, so long as Target Corporation is Tenant, Target Corporation shall not be required to obtain the prior written consent of Landlord for any part thereofTransfer. For any Transfer requiring Landlord’s prior written consent as provided in this Section 18(b), Tenant such request shall give Landlord written notice at least 60 days in advance thereofinclude the name of the proposed assignee or sublessee, current financial information on the proposed assignee or sublessee and the terms of the proposed Transfer. Landlord shall then have a period of 30 shall, within fifteen (15) days following receipt of such notice within which to request, notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b1) to permit Tenant to assign or sublet such space, subject, however, to space in accordance with the subsequent written approval of the proposed assignee or subtenant by Landlord, and terms provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, or (2) to refuse consent to Tenant’s requested Transfer and to continue this Lease in full force and effect as to the entire Premises (in which event detailed reasons shall be paid by submitted with such refusal). If Landlord shall fail to notify Tenant in writing of such election within said fifteen (15) day period, Tenant shall send to Landlord a second request and if Landlord fails to notify Tenant in writing within five (5) days after receipt of the same manner that second notice, Landlord shall be deemed to have elected option (1) above. If Landlord elects to exercise option (1) above, Tenant pays Annual Base Rental; oragrees 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. 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 days after the date of such sublease or assignment.
(c) Notwithstanding that the prior express written consent of Landlord to refuse to a Transfer has been obtained under the provisions of Section 18(b) or that such written consent to Tenant’s assignment or subleasing of such space, Landlord is not required as provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to timeSection 18(a) and Section 18(b), the Landlordfollowing shall apply to all Transfers:
(1) Tenant shall, shall not be deemed in the case of an assignment, cause the assignee to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed expressly assume in writing with Landlord and to assume and agree to perform each all of the covenants, obligationsduties and obligations of Tenant hereunder, and agreements of the such transferee shall be jointly and severally liable therefor along with Tenant in this Lease including(i.e., without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Landlord’s consent to any Transfer shall not release Tenant shall relieve Tenant of Tenant’s from performing its obligations under this Lease. Any attempted , but rather Tenant and its transferee shall be jointly and severally liable therefor);
(2) Except as provided in Section 18(a), in the event that the rent or other consideration due and payable by a sublessee or assignee under any such permitted sublease or assignment or sublease 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, immediately upon receipt thereof by Tenant in violation from such transferee;
(3) No usage of the Premises different from the Permitted Use by Tenant shall be permitted, and all of the terms and provisions of this Section 18.01 Lease shall continue to apply after a Transfer;
(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 void. In no event shall permitted to enforce the provisions of this Lease against the undersigned Tenant solicit assignees or sub lessees in other Buildings owned by Landlordany transferee, or at less than a fair market rateboth, without demand upon or proceeding in any way against any other persons. After an Event of Default, 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; and
(5) In the case of a sublease, the subtenant shall have no privity of contract with Landlord and shall deal exclusively with its sublessor with respect to its sublease and occupancy, except in the event and to the extent Landlord exercises its rights hereunder to collect Rent directly from any subtenant after an Event of an assignment of Default by Tenant.
(d) The consent by Landlord to a particular Transfer shall not be deemed a consent to any other subsequent Transfer. If this Lease, the assigneePremises or the Tenant’s leasehold interest therein, for or if any portion of the foregoing is transferred, or if the Premises are occupied in whole or in part by 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.
(e) For purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder18, 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 event Landlord assigns its rights following apply: (a) the Transfer would require alterations to the Building or the Complex to comply with applicable Laws; (b) the transferee is a government (or agency or instrumentality thereof); or (c) an Event of Default exists under this Lease, Landlord shall be released from any further obligations hereunder, and Lease at the time Tenant agrees requests consent to look solely to Landlord’s successor in interest for performance of such obligationsthe proposed Transfer.
Appears in 2 contracts
Sources: Office Lease Agreement, Office Lease Agreement (FSP 50 South Tenth Street Corp)
Assignment and Subletting. Section 18.01 If (a) Tenant should desire shall have the right to assign or transfer all or any portion of its interest in this Ground Lease or sublet the Ground Leased Premises (or any part thereof), Tenant shall give without the prior approval of Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days the following receipt of such notice within which to notify Tenant in writing that Landlord elects eithercircumstances:
(ai) An assignment or transfer to terminate this Lease as to an Affiliate of Tenant; or
(ii) A transfer that is made in connection with a sale, assignment, or other transfer of Tenant’s interest in the space so affected Ground Leased Premises and the improvements constructed thereon by Tenant, provided any such transfer by Tenant in its notice, in which event Tenant, shall be subject to this Ground Lease and the transferee shall be required to assume in writing Tenant’s obligations under this Ground Lease. Except as provided in the preceding provisions of this Section 10.1, Tenant may not sell, assign, convey or transfer Tenant’s interest in this Ground Lease and the leasehold estate created hereby, for purposes of security or otherwise, other than as expressly permitted in this Ground Lease, without the prior written consent of Landlord which shall not be unreasonably withheld, conditioned or delayed. Any authorized assignment, conveyance or transfer of Tenant’s interest in this Ground Lease shall be subject to compliance with the provisions of this Lease, including without limitation, Article 4 above. Notwithstanding anything to the contrary set forth herein, Tenant shall in no event be released from this Ground Lease, and shall remain fully liable for all of the terms, provisions, covenants, conditions, indemnifications and obligations binding upon Tenant under this Ground Lease which expressly survive unless Landlord agrees to the termination hereofrelease in writing; and in the event of an approved sale or transfer of Tenant’s interest in this Ground Lease, any approved assignee shall be relieved of all further required to assume in writing the “Tenant” obligations hereunder as to such space;under this Lease.
(b) Tenant shall have the right to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval portions of the proposed assignee or subtenant by Landlord, Ground Leased Premises at any time and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time. However, the Landlord, each sublease shall not be deemed subject to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord subordinate to assume and perform each of the covenants, obligationsthis Ground Lease, and agreements any sublease shall be subject to compliance with the provisions of the Tenant in this Lease Lease, including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rateArticle IV above. In the event of an assignment of such a sublease, Tenant shall not be released from this Ground Lease, and shall remain fully liable for all the assigneeterms, provisions, covenants, conditions, indemnifications and obligations binding upon Tenant under this Ground Lease.
(c) Tenant shall have the right from time to time to assign the leasehold estate created by this Ground Lease as security for a loan or loans which are obtained by Tenant to develop improvement upon the Ground Leased Premises. A copy of such assignment shall be delivered to Landlord. In the event on any occasion hereafter Tenant seeks to mortgage its interest in the Ground Leased Premises, Landlord agrees to amend this Ground Lease from time to time to the extent reasonably required by a lender proposing to make a loan secured by a first lien upon Tenant’s interest in the Ground Leased Premises, provided that such proposed amendments do not materially and adversely affect the rights or obligations of Landlord or the rights or obligations of Tenant or Tenant’s interest in the Ground Leased Premises. All reasonable expenses incurred by Landlord in connection with any such amendment shall be paid by Tenant.
(d) For purposes of this AgreementSection 10.1, be deemed Affiliate shall mean, with respect to have adopted Tenant, any party directly or indirectly controlling, controlled by, or under common control with Tenant at any time during the warrants period for which the determination of attorney and confession affiliation is being made. For purposes of judgmentthis definition, set forth in Section 24.02 as if the assignee has executed term “control” (including the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part correlative meanings of the Building terms “controlled by” and “under common control with”), as used with respect to any and all party, means the possession, directly or indirectly, of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees power to look solely to Landlord’s successor in interest for performance direct or cause the direction of management policies of such obligationsparty, whether through the ownership of voting securities or by contract or otherwise.
Appears in 2 contracts
Sources: Restructuring Agreement, Restructuring Agreement (Health Management Associates Inc)
Assignment and Subletting. Section 18.01 Not without prior written consent of Landlord (which consent shall not be unreasonably withheld or delayed by Landlord) to assign this Lease, to make any sublease, or to permit occupancy of the Premises or any part thereof by anyone other than Tenant, voluntarily or by operation of law, it being understood that Tenant shall, as additional rent, reimburse Landlord promptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting. No assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee). No consent to any of the foregoing in a specific instance shall operate as waiver in any subsequent instance. If Tenant should desire requests Landlord's consent to assign this Lease or sublet more than forty percent (40%) of the Premises (or any part thereof)Premises, Tenant Landlord shall give Landlord have the option, exercisable by written notice at least 60 to Tenant given within thirty (30) days in advance thereof. Landlord shall then have a period of 30 days following after receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) request, to terminate this Lease as to of a date specified in such notice which shall be not less than forty-five (45), or more than sixty (60) days after the space so affected date of such notice, and any rental received by Tenant from sub-tenant must be remitted to Landlord, provided, however, in the event Landlord notifies Tenant of its right to recapture as aforesaid, Tenant shall have the right, exercisable by written notice within fifteen (15) days of receipt of Landlord's notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as withdraw its request to such space;
(b) to permit Tenant to so assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, Premises. Landlord and provided Tenant hereby further agree that if the Rental rate agreed upon between Tenant and its proposed subtenant is Landlord approves a sublease or assignment with a total rentable amount greater than the Rental rate that total rent due from Tenant must pay to Landlord hereunderunder this Lease, then 100% Tenant shall pay to Landlord forthwith upon Tenant's receipt of each such installment of such excess Rental shall be considered rent during the term of any approved sublease or assignment, as additional Rental owed rent hereunder, an amount equal to fifty percent (50%) of the positive excess between all fixed rent and additional rent received by Tenant under the sublease or assignment (after reimbursement to LandlordTenant of all reasonable brokerage fees, reasonable attorney fees, reasonable tenant improvement allowances and shall be paid any other subletting costs reasonably incurred by Tenant Tenant) and the Fixed Rent and additional rent to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment In the event the sublease is less than the full Premises hereunder, the above rent adjustment shall be equally prorated on a square foot basis. Notwithstanding the foregoing, Tenant shall have the right, without Landlord's consent, to sublet, assign or sublease otherwise transfer its interest in this Lease to any parent, affiliate or operating subsidiary of Tenant, or subsidiary or affiliate of Tenant's parent, or to a corporation with which it may merge or consolidate, provided, however, that such sublessee, assignee, or transferee agrees to be bound by Tenant in violation of all the terms and provisions of this Section 18.01 Lease and written documentation evidencing same is provided to Landlord. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any other person having interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession 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 from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, license, concession or other agreement shall be void. In no event shall Tenant solicit assignees absolutely void and ineffective as a conveyance of any right or sub lessees interest in other Buildings owned by Landlordthe possession use, occupancy or at less than a fair market rate. In the event utilization of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.Premises,
Appears in 2 contracts
Sources: Lease Agreement (Irobot Corp), Lease Agreement (Irobot Corp)
Assignment and Subletting. Section 18.01 (a) Tenant covenants and agrees not to assign this Lease, in whole or in part, nor sublet 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 the Landlord in each instance first had and obtained. If such assignment or subletting is permitted, Tenant should desire 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 by any assignee or 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. Any consent by Landlord to an assignment or subletting of this Lease shall not constitute a waiver of the necessity of such consent as to any subsequent assignment or subletting. An assignment for the benefit of Tenant’s creditors or otherwise by operation of law shall not be effective to transfer or assign Tenant’s interest under this Lease unless Landlord shall have first consented thereto in writing.
(b) In the event this Lease contains a renewal option exercisable by Tenant, Landlord’s consent to an assignment or sublease of the premises or any portion thereof during the original Lease term shall be deemed to be conditioned upon the agreement of Tenant and such assignee or sublessee that such renewal right or option shall terminate and be of no further force or effect unless Landlord’s consent to such assignment or sublease expressly provided otherwise. Consequently, unless so provided otherwise, any assignment or sublease during the original Lease term shall automatically constitute a termination of the right of Tenant or such assignee or sublessee to exercise any renewal option contained herein.
(c) In the event Tenant desires to assign this Lease or sublet the Premises (to sublease all or any part thereof)substantial portion of the premises, Landlord shall have the right and option to terminate this Lease, which right or option shall be exercisable by written notice from Landlord to Tenant shall give within thirty (30) days from the date Tenant gives Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant desire to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the samesublease.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Assignment and Subletting. Except as otherwise provided in this Section 18.01 If Tenant should desire 6.8, not to assign assign, mortgage, pledge, hypothecate or otherwise transfer this Lease Lease, or sublet (which term, without limitation, shall include granting of concessions, licensees and the Premises (like) the whole or any part thereof)of the Premises without, in each instance, having first received the consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Any assignment or sublease made without such consent shall be void, and in any case where Landlord consents to such assignment or subletting, Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to remain fully and primarily liable for the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord tenant hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision obligation to pay Annual Fixed Rent and Additional Rent as provided under this Lease. In the event that Landlord fails to respond to Tenant's written request for consent to assign or sublet hereunder within twenty (20) days, such request shall be deemed given by Landlord and Tenant may rely thereon. Landlord's prior consent shall not be required for an assignment or sublease to any entity controlling, controlled by, or under common control with Tenant, or, provided the net worth of the entry surviving entity is equal to or greater than the net worth of judgment Tenant on the date of assignment, in connection with any merger, consolidation or reorganization of Tenant, or sale of all or substantially all of the assets thereof. Tenant shall give Landlord prior notice of any proposed sublease or assignment as to which consent is required hereunder, specifying the provisions of the proposed subletting or assignment, including (i) the name and address of the proposed subtenant or assignee, (ii) a copy of the proposed subtenant's or assignee's most recent annual financial statement, and (iii) all of the terms and provisions upon which the proposed subletting or assignment is to be made. Except in the case of a sublease or an assignment pursuant to the second paragraph of this Section 6.8, Tenant shall pay to Landlord as Additional Rent fifty percent (50%) of any amount Tenant received from any subtenant or assignee as rent, additional rent or other form of compensation or reimbursement in excess of the Annual Fixed Rent, Additional Rent and other monies otherwise due to Landlord pursuant to this Lease (allocable in the case of a sublease to that portion of the Premises being subleased), following the recovery by confession Tenant of (a) any reasonable expenses incurred and paid by Tenant in connection with such sublease or assignment such as brokerage commissions, fees for monetary damages legal services, and possession expenses of preparing the Premises for occupancy by such subtenant or assignee, and (b) the unamortized cost of the improvements installed by Tenant in the Premises for its Permitted Uses. If this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anyone other than Tenant, Landlord may, upon the occurrence of an event of default thereunder, collect rent and other charges from the assignee, sublessee or occupant and shall apply the amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of the prohibitions contained in this Section 6.8, or the acceptance of the assignee, sublessee or occupant as a tenant, or a release of Tenant from the further performance by Tenant of covenants herein contained to be performed by Tenant. The consent by Landlord to an assignment or subletting shall not be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting to the extent required hereunder. No assignment, subletting or use of the Premises by a subsidiary or controlling entity of Tenant or by any other third party shall affect the Permitted Uses as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same1.1 hereof.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Assignment and Subletting. Section 18.01 If (a) Landlord's Consent Required. Tenant should desire to assign shall not voluntarily or by --------------------------- operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant's interest in this Lease or sublet in the Leased Premises (or any part thereofhereinafter collectively a "Transfer"), Tenant without Landlord's prior written consent, which shall give Landlord written notice at least 60 days in advance thereofnot be unreasonably withheld, conditioned or delayed. Landlord shall then have a period of 30 respond to Tenant's written request for consent hereunder within thirty (30) days following after Landlord's receipt of the written request from Tenant. Any attempted Transfer without such notice within consent shall be void and shall constitute a material default and breach of this Lease. Tenant's written request for Landlord's consent shall include, and Landlord's thirty (30) day response period referred to above shall not commence, unless and until Landlord has received from Tenant, all of the following information: (i) financial statements for the proposed assignee for the past three (3) years prepared in accordance with generally accepted accounting principles, (ii) federal tax returns for the proposed assignee for the past three (3) years, (iii) a TRW credit report or similar report on the proposed assignee or subtenant, (iv) a detailed description of the business the assignee or subtenant intends to operate at the Leased Premises, (v) the proposed effective date of the assignment or sublease, (vi) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease, (vii) a detailed description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant, and (viii) a detailed description of any Alterations the proposed assignee or subtenant desires to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as make to the space so affected by Tenant in its notice, in which event Tenant, subject to Leased Premises. If the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant will be guaranteed by Landlordany person or entity, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, 's written request shall not be deemed considered complete until the information described in (i), (ii) and (iii) of the previous sentence has been provided with respect to each proposed guarantor. "Transfer" shall also include the transfer (i) if Tenant is a corporation, and Tenant's stock is not publicly traded over a recognized securities exchange, of more than forty percent (40%) of the voting stock of such corporation during the Term of this Lease (whether or not in one or more transfers) or the dissolution, merger or liquidation of the corporation, or (ii) if Tenant is a partnership or other entity, of more than forty percent (40%) of the profit and loss participation in such partnership or entity during the Term of this Lease (whether or not in one or more transfers) or the dissolution, merger or liquidation of the partnership or entity. If Tenant is a limited or general partnership (or is comprised of two or more persons, individually or as co-partners), Tenant shall not be unreasonable entitled to change or convert to (i) a limited liability company, (ii) a limited liability partnership or (iii) any other entity which possesses the characteristics of limited liability without the prior written consent of Landlord, which consent may be given or withheld in Landlord's sole discretion. Tenant's sole remedy in the event that Landlord shall wrongfully withhold consent to or disapprove any assignment or sublease shall be to obtain an order by a court of competent jurisdiction that Landlord grant such consent; in no event shall Landlord be liable for damages with respect to its granting or withholding its consent to any proposed assignment or sublease. If Landlord shall exercise any option to recapture the Leased Premises, or shall deny a request for consent to a proposed assignment or sublease, Tenant shall indemnify, defend and hold Landlord harmless from and against any and all losses, liabilities, damages, costs and claims that may arbitrarily withhold its consent until and unless be made against Landlord by the proposed assignee or sub-lessee shall have agreed subtenant, or by any brokers or other persons claiming a commission or similar compensation in writing connection with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No proposed assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the samesublease.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Sources: Deed of Lease (Noosh Inc)
Assignment and Subletting. Section 18.01 If a. Tenant should desire to assign will not sell, assign, mortgage or transfer this Lease Lease, or sublet or rent the Premises (or any part thereof), or permit the same or any part thereof to be used or occupied by anybody other than the Tenant or the Tenant's employees, without the prior written consent of the Landlord, which Landlord agrees not to unreasonably withhold, and the Tenant will not vacate or abandon the Premises. Any sale, assignment, mortgage, transfer or subletting of this Lease which is not in compliance with the provisions of this Paragraph and the following paragraphs shall be of no effect and void.
b. If Tenant shall desire to sublet the demised Premises, Tenant shall give Landlord written notice at least 60 thereof to Landlord requesting Landlord's consent thereto which notice shall set forth a proposed commencement date ("Proposed Effective Date") of the sublease term, which is not less than thirty (30) nor more than one hundred twenty (120) days in advance thereof. Landlord shall then have a period after the sending of 30 days following receipt of such said notice within which and attached to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, said notice shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval a copy of the proposed assignee or subtenant by Landlord, sublease agreement and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental all agreements collateral thereto. The form of said sublease agreement shall be considered additional Rental owed by Tenant subject to Landlord's approval and, and shall be paid by Tenant to Landlord in among other things, provide for the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed subtenant to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation bound by--all of the terms and provisions of contained in this Section 18.01 shall be voidLease agreement. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, within twenty (20) business days after receipt of said notice shall give Tenant written notice of Landlord's consent or at less than a fair market rate. lack of consent to Tenant's said request.
c. In the event of an assignment any sublease of this all or any portion of the demised Premises where the Base Rent reserved in the sublease exceeds the rental or pro rata portion of the Base Rent, as the case may be, for such space reserved in the Lease, Tenant shall pay to the assigneeLandlord monthly, for purposes as additional rent, at the same time as the monthly installments of Base Rent hereunder, fifty percent (50%) of the excess of the rental reserved in the sublease over the Base Rent reserved in this Agreement, be deemed Lease applicable to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the samesubleased space.
Section 18.02 d. If this Lease be assigned, sublet or transferred in any manner whatsoever, such assignment or transfer shall be upon and subject to all of the covenants, provisions and conditions contained in this Lease and notwithstanding any consent by the Landlord may sellto any such assignment or transfer or any subletting by the Tenant, the Tenant shall continue to be and remain liable hereunder. Any consent by the Landlord to any such assignment, transfer, assign, and convey all subletting or other matter or thing contained in this Paragraph shall not in any part way be construed to relieve the tenant from obtaining the prior consent of the Building and Landlord to any and all of its rights under this Leaseother or further such assignment, provided Landlord’s successor in interest assumes Landlord’s obligations hereundertransfer, and in the event Landlord assigns its rights under this Leasesubletting, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligationsmatter or thing.
Appears in 1 contract
Sources: Lease (Iwo Holdings Inc)
Assignment and Subletting. Section 18.01 (1) Sublessee shall not assign, sublet, mortgage, pledge or encumber this Sublease, the Subleased Premises, or any interest in the whole or in any portion thereof, without the prior written consent of Sublessor (which consent shall not be unreasonably withheld or delayed). For purposes of this Article 16, a transfer, in one transaction or a series of transactions, of a controlling interest in the capital stock or other ownership or membership interests in Sublessee shall be deemed to be an assignment of this Sublease. If Tenant Sublessee makes any such assignment, mortgage, sublease or pledge (whether with or without Sublessor's written consent), Sublessee named herein shall nonetheless remain primarily liable for the performance and observation of all of the terms of this Sublease required to be observed or performed by Sublessee hereunder. Fifty percent (50%) of the amount by which any rentals, fees and charges from time to time received by Sublessee in connection with any such assignment or sublease (after first netting out any reasonable brokerage and re-letting expenses actually incurred by Sublessee), exceed the Fixed Rent and Additional Rent payable to Sublessor hereunder (hereinafter referred to as "Excess Rental") shall be paid immediately by Sublessee to Sublessor as Additional Rent under this Sublease. In such event, the Fixed Rent and Additional Rent payable by Sublessee to Sublessor under this Sublease for the balance of the Sublease Term shall be increased by an amount equal to the Excess Rental. In addition, Sublessor shall have the option, in its sole discretion, to terminate this Sublease effective as of the proposed effective date of any assignment or sublease, by giving Sublessee written notice thereof within ten (10) days after Sublessor's receipt of said notice from Sublessee; and in the event Sublessee shall propose to sublet only a portion of the Subleased Premises, Sublessor shall have the additional option to terminate this Sublease as to that portion of the Subleased Premises proposed to be sublet. Should Sublessor not elect to so terminate this Sublease in connection with any proposed subletting or assignment, Sublessor shall continue to have the right to disapprove same (subject to the terms herein). Upon any subletting or assignment by Sublessee in accordance with the terms hereof, any extension option granted herein other than a permitted assignment pursuant to Paragraph 16 (3) shall become null and void. Consent by Sublessor to one or more assignments or sublettings shall not operate as a waiver of Sublessor's rights as to any subsequent assignments or sublettings.
(2) If Sublessee should desire to assign this Lease Sublease or sublet the Subleased Premises (or any part thereof), Tenant Sublessee shall give Landlord Sublessor written notice at least 60 thirty (30) days in advance thereofof the proposed effective date of any proposed assignment or sublease, specifying (i) the name, current address, and business of the proposed assignee or sublessee, (ii) the amount and location of the space within the Subleased Premises proposed to be so subleased, (iii) the proposed effective date and duration of the assignment or subletting, and (iv) the proposed rent or consideration to be paid to Sublessee by such assignee or sublessee. Landlord Sublessee shall then promptly supply Sublessor with financial statements and other information as Sublessor may reasonably request to evaluate the proposed assignment or sublease. Sublessee agrees to reimburse Sublessor for Sublessor's reasonable attorney's fees incurred.
(3) Notwithstanding anything to the contrary in this Sublease, Sublessee shall have a period the right, for which Sublessor's prior written consent shall not be withheld or delayed, at any time, and from time to time to transfer to any entity into or with which Sublessee is merged or consolidated, or to which substantially all of 30 days following receipt Sublessee's assets are transferred, or to any corporation that controls or is controlled by Sublessee, or is under common control with Sublessee, provided in any of such notice events (a) the successor to Sublessee has a net worth (computed in accordance with generally accepted accounting principles) of at least $50,000,000, and (b) proof satisfactory to Sublessor of such net worth shall have been delivered to Sublessor within which five (5) days after the effective date of any such transaction. In the event of such a transfer, Sublessor shall have the right to notify Tenant increase the security deposit if in its reasonable opinion it deems such increase appropriate. This covenant and assignment shall run with the land and shall bind Sublessee and Sublessee's heirs, executors, administrators, personal, representatives, successors and assigns.
(4) If Sublessee assigns, sublets or makes any other transfer of all or any portion of its interest(s) hereunder, Sublessee named in this Sublease shall remain directly and primarily responsible for the faithful performance and observance of all of the covenants and obligations on Sublessee's part to be performed in this Sublease.
(5) Any assignee or subtenant hereunder shall be bound by and shall comply with all of the terms and provisions in this Sublease. As a condition to the effectiveness of any assignment that is permitted hereunder, the assignee shall, by an instrument in writing, within five (5) days after the effective date of the applicable transaction assume and agree to perform (for the express benefit of Sublessor) the terms hereof; and as a condition to the effectiveness of any sublease that is permitted hereunder, the subtenant shall acknowledge in writing (for the express benefit of Sublessor) within five (5) days after the effective date of the applicable transaction the existence of this Sublease and shall covenant not to do or permit to be done anything that Landlord elects eitherwould constitute a breach thereof.
(6) Notwithstanding anything contained in this Paragraph 16 to the contrary, provided Sublessee is not in default hereunder, Sublessor shall not unreasonably withhold or delay its consent to Sublessee's request to assign this Sublease or to sublease the Subleased Premises. In determining the reasonableness of Sublessor's approval of or failure to consent to Sublessee's assignment of this Sublease or the subleasing of the Subleased Premises, Sublessor may take into consideration all relevant factors surrounding the proposed sublease and assignment, including without limitation, the following:
(a1) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval business reputation of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunderpartners, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlordofficers, directors and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; orstockholders;
(c2) to refuse to consent to Tenant’s assignment or subleasing the nature of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, business and the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless proposed use of the Subleased Premises by the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each subtenant;
(3) the financial condition of the covenants, obligations, proposed assignee or subtenant;
(4) the effect that the proposed assignee or subtenant would have on the operations and agreements maintenance of the Tenant in this Lease includingBuilding;
(5) whether or not the proposed assignee or subtenant is presently a competitor (or subsidiary, without limitationaffiliate or parent of a competitor);
(6) restrictions, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees if any, contained in other Buildings owned by Landlord, leases or at less than a fair market rate. In agreements affecting the event Building;
(7) the extent to which the proposed subtenant or assignee and Sublessee provide Sublessor with assurances reasonably satisfactory to Sublessor as to the satisfaction of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s Sublessee's obligations hereunder, including the payment of rent;
(8) restrictions, if any, imposed by the holder of any mortgage encumbering the Building or any portion thereof; taking into account the fact that the Building is Sublessor's corporate headquarters and in that portions of the event Landlord assigns its rights under this LeaseSubleased Premises are visible from Building common areas, Landlord shall be released from any further obligations hereunderincluding the atrium, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligationsfrom other premises occupied by Sublessor and by other tenants.
Appears in 1 contract
Sources: Sublease Agreement (Netegrity Inc)
Assignment and Subletting. Section 18.01 If Tenant should desire to may sublet or assign this Lease or sublet its rights hereunder with the Premises (or written permission of any part thereof), mortgage holder and under the following conditions: Tenant shall first give Landlord at least ninety (90) days prior written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant desire to assign or sublet such spaceits rights under the Lease. For a period of ninety (90) days after receipt of said notice, subjectLandlord shall have the right to find its own Tenant for the Leased Premises. If Landlord is able to find a Tenant for the Leased Premises then Landlord shall notify Tenant and upon the execution of a Lease between Landlord and a new Tenant, the Tenant shall execute a termination agreement for the existing Lease and all rights, obligations and liabilities of the Tenant under the existing Lease shall cease, provided, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything nothing herein contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s any obligations under this LeaseLease during said 90-day period. Any attempted If Landlord is not able to find a new Tenant within the 90-day period, then Tenant shall be free to assign or sublet the premises, provided:
A. Tenant shall first obtain the prior written consent of Landlord in each instance, which consent will not be unreasonably withheld; provided, further, that the business of assignee or sublessee shall not be hazardous, illegal, or disruptive and that Tenant shall remain primarily liable for the payment of the rent herein reserved and for the performance of all the other terms of this Lease required to be performed by Tenant irrespective of the subletting or assignment;
B. At the time of such assignment or sublease by Tenant in violation of subletting, there shall be no default under the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease;
C. A duplicate original of said assignment or sublease, the assigneein recordable form, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees delivered by certified mail to look solely to Landlord’s successor in interest for performance Landlord within thirty (30) days after execution of such obligationssaid assignment or sublease.
Appears in 1 contract
Sources: Lease Agreement (Market America Inc)
Assignment and Subletting. Section 18.01 If 17.1 Except as otherwise set forth herein, Tenant should desire shall not assign, mortgage, pledge, hypothecate or encumber this Lease nor the leasehold estate hereby created or any interest herein, or sublet the Premises or any portion thereof, or license the use of all or any portion of the Premises without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion. Tenant shall have the right, upon giving written notice to Landlord, to assign this Lease and the leasehold estate hereby created to an Affiliate of Tenant so long as Tenant remains as guarantor and liable for all payments due pursuant to this Lease. The restriction or sublet limitation on use of the Premises (shall continue to apply to any subtenant or assignee hereunder. Any consent by Landlord to any part thereof), act requiring consent pursuant to this Section 17.1 shall not constitute a waiver of the necessity for such consent to any subsequent act. Tenant shall give pay all reasonable costs, expenses and reasonable attorneys’ fees that may be incurred or paid by Landlord written notice at least 60 days in advance thereof. processing, documenting or administering any request of Tenant for Landlord’s consent required pursuant to this Section 17.1.
17.2 Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing may reasonably require that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the each proposed assignee or subtenant by Landlordsublessee agree, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant in a written agreement satisfactory to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment abide by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of all the terms and provisions of this Section 18.01 shall be void. Lease, including those which govern the permitted uses of the Premises.
17.3 In no event shall Tenant solicit assignees or sub lessees the absence of an express agreement in other Buildings owned writing to the contrary executed by Landlord, no assignment, mortgage, pledge, hypothecation, encumbrance, subletting or at less than license hereof or hereunder shall act as a fair market rate. In release of Tenant from any of the event of an assignment provisions, covenants and conditions of this Lease, Lease on the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building Tenant to be kept and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligationsperformed.
Appears in 1 contract
Sources: Lease Agreement (Wynn Resorts LTD)
Assignment and Subletting. Section 18.01 If (a) In the event Tenant should desire desires to assign this Lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereofof such desire. Landlord shall then have a period of 30 thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
any of the following options (awhich options shall be within the sole and absolute discretion of Landlord): (i) to terminate this Lease as to the space so affected by Tenant in its noticethe proposed assignment or sublease as of the date specified by Tenant, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall Tenant will be relieved of all further obligations hereunder after such date as to such space;
; or (bii) to permit Tenant to assign or sublet such space, space subject, however, to the subsequent written approval of the proposed assignee or subtenant sublessee by Landlord, and provided which approval shall not be unreasonably withheld or delayed; provided, however, that if the Rental rental rate agreed upon between Tenant and its proposed subtenant sublessee is greater than the Rental rental rate that Tenant must pay Landlord hereunderpayable under this Lease, then 100% one-half (1/2) of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, rental (and each installment thereof) shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; oras Additional Rent hereunder within five (5) days of Tenant's receipt thereof.
(cb) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each In respect of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No foregoing: (i) no assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations any obligation under this Lease. Any ; (ii) any attempted assignment or sublease by Tenant in violation of the terms and conditions of this Section 17 shall be void; and (iii) the provisions of this Section 18.01 17 shall be void. In no event shall Tenant solicit assignees apply fully to any subsequent assignment or sub lessees in other Buildings owned subletting by Landlord, an assignee or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for sublessee.
(c) For purposes of this Agreement, Section 17 any transfer or change in control of Tenant (or any sublessee or assignee) by operation of law or otherwise shall be deemed an assignment hereunder, including, without limitation, any merger, consolidation, dissolution or any change in the controlling equity interests of Tenant or any subtenant or assignee (in a single transaction or a series of related transactions); provided, however, that Landlord shall neither terminate this Lease nor deny approval to have adopted an assignment arising from (i) an issuance of stock in a public offering or (ii) the warrants sale of attorney a controlling equity interest of Tenant where the purchaser is publicly or privately held and confession the net worth of judgment, set forth in Section 24.02 as if the assignee has executed resulting entity shall be greater than the samenet worth of the Tenant immediately prior to the transaction.
Section 18.02 Landlord (d) Upon prior written notice to Landlord, Tenant may sell, transfer, assign, and convey assign this Lease to an affiliate of Tenant provided that following such assignment Tenant shall continue to be responsible for all or any part of the Building and any and all obligations of its rights Tenant under this Lease, provided Landlord’s successor further that the assignee shall execute an agreement in interest assumes Landlord’s obligations form and substance reasonably satisfactory to Landlord confirming the assumption of the Lease by the assignee and the continued responsibility of the Tenant hereunder, and in the event Landlord assigns its rights under . For purposes of this Lease, Landlord shall be released from any further obligations hereunderand "affiliate" is an entity that controls, and Tenant agrees to look solely to Landlord’s successor in interest for performance is controlled by or is under common control of such obligationsTenant.
Appears in 1 contract
Sources: Lease Agreement (Itxc Corp)
Assignment and Subletting. Section 18.01 If Tenant should desire to assign shall not, without the prior written consent of Landlord, assign, mortgage, encumber or otherwise transfer this Lease or any interest herein directly or indirectly, by operation of law or otherwise, or sublet the Premises (or any part thereof, or permit the use or occupancy of the Premises by any party other than Tenant (any of the foregoing, a “Transfer”), in each case without Landlord’s prior written consent. Notwithstanding the foregoing to the contrary, Landlord shall not unreasonably withhold, delay or condition its consent to a sublet of the Premises or an assignment of this Lease, provided that (a) Tenant shall deliver to Landlord prior written notice of such proposed transfer together with such related information as Landlord shall reasonably request, (b) no Event of Default under this Lease shall have occurred and be continuing, (c) in the case of an assignment or a sublease of more than 50% of the Premises, the financial worth and creditworthiness of the proposed transferee shall not be less than that of Tenant both as of the date of execution of this Lease and the date of such proposed Transfer, based upon audited financial statements or equivalent financial information, or in the case of a sublease of 50% of the Premises or less, the proposed sublessee has sufficient creditworthiness to perform the obligations under the sublease agreement; (d) Tenant shall remain fully liable under this Lease and any assignee shall be jointly and severally liable with Tenant for all such obligations; and (e) such transferee (in the event of an assignment) shall agree directly with Landlord to be bound by all of the obligations of Tenant hereunder pursuant to an assumption agreement satisfactory to Landlord, including, without limitation, the obligation to pay all Rent and other charges due under this Lease. If at any time or from time to time during the Term, Tenant desires to effect a Transfer, Tenant shall give deliver to Landlord written notice at least 60 days in advance thereof. Landlord shall then have (a period "Transfer Notice") setting forth the terms of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to proposed Transfer and the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval identity of the proposed assignee or subtenant by Landlord(each, and provided that if the Rental rate agreed upon between a "Transferee"). Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant also deliver to Landlord in with the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Transfer Notice an acceptable assumption agreement for Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s 's obligations under this Lease (in the case where the Transfer is a proposed assignment of this Lease. Any attempted assignment or sublease ) together with all relevant information reasonably requested by Tenant Landlord concerning the proposed Transferee to assist Landlord in violation making an informed judgment regarding the Transferee’s proposed use of the terms Premises (which use must be permitted by Applicable Laws), and provisions the financial responsibility, creditworthiness, reputation, and business experience of this Section 18.01 the Transferee. The direct or indirect transfer of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of treated as if such Transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the assignee, for purposes transfer of equity interests in Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same12.1.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Assignment and Subletting. Section 18.01 Tenant shall not, voluntarily, by operation of law, or otherwise, assign, transfer, mortgage, pledge, or encumber this Lease or sublease the Premises or any part thereof, or suffer any person other than Tenant, its employees, agents, servants and invitees to occupy or use the Premises or any portion thereof, without the express prior written consent of Landlord. Any attempt to do any of the foregoing without such written consent shall be null and void and of no effect, and shall further constitute a Default under this Lease. If Tenant should so requests Landlord's consent, said request shall be in writing specifying the duration of said desired sublease or assignment, the date same is to occur, the exact location of the space affected thereby and the proposed rentals on a square foot basis chargeable thereunder, and shall be submitted to Landlord at least sixty (60) days in advance of the date on which Tenant desires to make such assignment or sublease or allow such occupancy or use. Upon such request Landlord may, in its sole discretion, (a) grant such consent subject to Landlord's approval of the assignee, transferee, subtenant, or mortgagee, or (b) elect to terminate this Lease with respect to the Premises or any portion thereof to be affected by such assignment, sublease or other event specified above, or (c) suspend this Lease as to the space to be affected by such assignment, sublease or other event specified above for the duration specified by Tenant in its notice, in which event Tenant will be relieved of all obligations hereunder as to such space during said suspension, including a suspension of the Rent hereunder in proportion to the portion of the Premises affected thereby (but after said suspension, if the suspension is not for the full term hereof, Tenant shall once again become liable hereunder as to the applicable space). In no event may Tenant assign this Lease or sublease the Premises or any portion thereof to any party whose operations in the Project would not be in keeping with, or would detract from, the operations of other tenants in the Project. If Tenant is not a public company that is registered on a national stock exchange or that is required to register its stock with the Securities and Exchange Commission under Section 12(g) of the Securities and Exchange Act of 1934, then any change in a majority of the voting rights or other controlling rights or interests of Tenant shall be deemed an assignment for the purposes hereof. Notwithstanding anything contained in this Section to the contrary, in the event Landlord does not elect to suspend this Lease in whole or in part as set forth above, Tenant by giving written notice to Landlord of Tenant's desire to assign this Lease or sublet the Premises or any part thereof shall be deemed to have granted to Landlord (or Landlord's agent, at Landlord's option) the exclusive right for a period of forty-five (45) days following receipt by Landlord of Tenant's notice, to sublease on Tenant's behalf the Premises or such portion thereof as Tenant proposes to sublet or assign. In the event that Landlord or its agent obtains a written commitment for a sublease of such space from a third party within such forty-five (45) day period, then Landlord or its agent shall have the right to negotiate all terms and provisions of the sublease (including the commencement date and term thereof) on behalf of Tenant, provided the rentals thereunder (on a square foot basis) shall be at least equal in amount to the lesser of (a) the Rent (on a square foot basis) proposed by Tenant in its notice to Landlord to be paid by the assignee or sublessee proposed by Tenant or (b) the Rent (on a square foot basis) payable by Tenant under this Lease. Tenant agrees to execute, as sublessor, such sublease as negotiated by Landlord promptly upon delivery of same to Tenant by Landlord. Tenant shall thereafter be bound by the terms thereof. Tenant shall not be required to pay any brokerage commissions to Landlord or Landlord's leasing agent in connection with the execution of a sublease under the terms of this paragraph. As additional rental hereunder, Landlord shall be entitled (and the sublease shall so provide) to be paid, as it accrues, any profit to be realized as a result of any sublease entered into under this paragraph after deduction of and giving Tenant credit for Tenant's reasonable costs directly associated therewith, including the reasonable cost of remodelling or otherwise improving the Premises for such sublessee, amortized over the remaining term of this Lease, but excluding any free rentals or the like offered to any such sublessee under this paragraph. If within the forty-five (45) day period after Landlord receives Tenant's notice of Tenant's desire to assign this Lease or sublet the Premises or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which fails to notify Tenant in writing that Landlord elects either:
(a) of its election to terminate suspend this Lease in whole or in part as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
set forth above or (b) that Landlord has obtained a written commitment for a sublease from a third party under this paragraph, then Landlord shall be deemed to permit Tenant to assign or sublet such spacehave elected the option set forth in Section 12.1(a) hereof free and clear of Landlord's rights under this paragraph, subject, however, to the Landlord's subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay sublessee as set forth above. In any situation in which Landlord consents to an assignment or sublease hereunder, then 100% Tenant shall promptly deliver to Landlord a fully executed copy of such excess Rental the final sublease agreement or assignment instrument and all ancillary agreements relating thereto. No assignment shall be considered additional Rental owed by effective unless the assignee has agreed within the assignment instrument to assume the obligations of Tenant to Landlord, hereunder and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each personally bound by all of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In conditions hereof on the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations Tenant to be performed or observed hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Sources: Lease Agreement (American Eco Corp)
Assignment and Subletting. (a) Except with respect to permitted transfers pursuant to the terms of Section 18.01 If Tenant should desire to 10.02 of the Lease which is incorporated herein by reference, Subtenant shall not, whether voluntarily, involuntarily or by operation of law or otherwise (i) assign or otherwise transfer this Lease or any interest or estate herein, (ii) sublet the Premises (Subpremises or any part thereof)thereof or allow the Subpremises or any part thereof to be used or occupied by others in violation of Article 10 or the other applicable provisions of the Lease or in violation of any of the superior leases or mortgages or other matters to which the Lease is subordinate, Tenant shall give or (iii) mortgage, pledge, encumber or otherwise hypothecate this Lease or the Subpremises or any part thereof in any manner, except in each instance, upon the prior written consent of both Landlord written notice at least 60 days (including any consent of any mortgagee or other third party required under the Lease) and Tenant, which consents may be withheld in advance thereof. Landlord shall then have a period the manner set forth in the Lease, including subject to Landlord’s recapture rights provided in Section 10.03 of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:the Lease as incorporated herein by reference.
(ab) Subtenant shall remain primarily and directly liable for the complete performance of, and compliance with, all of the Sublease Obligations (as defined in this Paragraph 11(b)) to terminate be complied with and performed by Subtenant, notwithstanding any such assignment, sub-subletting, use or occupancy. An assignment of this Lease as Sublease shall not be effective unless and until the assignee shall execute and deliver to Tenant an agreement in form reasonably satisfactory to Tenant whereby the space so affected assignee shall assume all of the terms and conditions of this Sublease (collectively, the “Sublease Obligations”) to be performed and complied with by Tenant in its noticeSubtenant and, in which event Tenantnotwithstanding such assignment, subject to the provisions of this Lease which expressly survive the termination hereof, Paragraph 11 shall continue to be binding in respect of all future assignments or sub-subleases. No sub-sublease shall be relieved effective unless and until Subtenant and the proposed sub-subtenant shall execute and deliver to Tenant a copy of a sub-sublease in form acceptable to Tenant. Each sub-sublease shall expressly state that it is subject and subordinate to all of the provisions of this Sublease and the Lease, including without limitation, the provisions of this Paragraph 11 in respect of any future assignment of such sub-sublease or any further sub- subletting of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval any portion of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; orsub-sublet premises.
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, Subtenant shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or subreimburse Tenant for all reasonable out-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease of-pocket expenses (including, without limitation, the provision of the entry of judgment by confession for monetary damages reasonable attorneys’ fees and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease disbursements) incurred by Tenant in violation reviewing any request by Subtenant or any permitted sub-subtenant or assignee for consent to a sub- sublease or assignment within fifteen (15) days after the giving of Notice of same, including without limitation payments, if any, required to be paid to Landlord pursuant to the terms of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Sources: Sublease (1stdibs.com, Inc.)
Assignment and Subletting. Section 18.01 If Tenant should desire to shall not assign or encumber its interest under this Lease or sublet all or any portion of the Premises (or any part thereof)without first obtaining Landlord’s consent in writing. This provision shall apply to all transfers by operation of law, Tenant shall give Landlord written notice at least 60 days and to all mergers and changes in advance thereof. Landlord shall then have a period control of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to all of which shall be deemed assignments for the provisions purposes of this Lease which expressly survive the termination hereof, Section. Tenant’s request for Landlord’s consent to an assignment or sublease shall be relieved accompanied by a copy of all further obligations hereunder as to such space;
(b) to permit the proposed agreements between Tenant to assign or sublet such space, subject, however, to the subsequent written approval of and the proposed assignee or subtenant subtenant. Tenant shall provide Landlord with (I) any additional information or documents reasonably requested by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlordwithin ten (I 0) days after receiving Tenant’s notice, and shall be paid by Tenant (2) an opportunity to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent meet and may arbitrarily withhold its consent until and unless interview the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenantssubtenant, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02if requested. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s its obligation to pay rent or perform other obligations under this Lease. Any attempted assignment or sublease required by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If Tenant proposes a subletting for which Landlord’s consent is required, Landlord shall have the assigneeoption of terminating this Lease and dealing directly with the proposed subtenant. Notwithstanding the foregoing, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part at its sole discretion withhold consent to the subletting of the Building and Premises to an existing occupant of the Building, to any and all of its rights under this Lease, provided prospective tenant with which the Landlord or Landlord’s successor in interest assumes Landlordagents have negotiated within the previous six (6) months, where the prospective tenant is a government entity or a labor union, or where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the Building’s obligations hereunder, and in the event listed rate. If Landlord assigns its rights under does not terminate this Lease, Landlord shall be released from not unreasonably withhold its consent to any further obligations hereunder, and assignment or subletting provided the proposed Tenant agrees to look solely to is compatible with Landlord’s successor in interest normal standards for performance the Building. If an assignment or subletting is permitted, fifty percent (50%) of any net profit, or net value of any other consideration received by Tenant as a result of such obligationstransaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorney fees. not to exceed $750.
Appears in 1 contract
Assignment and Subletting. Section 18.01 If Notwithstanding anything to the contrary in Lease Paragraph 16 ("Assignment and Subletting"), Landlord hereby acknowledges that, at any any time from October 1,2000 through September 30, 2002, Tenant should desire may sublease all or a portion of the Increased Premises. Provided
(i) Tenant is not in default of this lease and (ii) the rent due under the proposed sublease is no less than $5.25 per square foot per month (on a triple net basis), Landlord agrees that it will not exercise its right, as provided for in Paragraph 16, to assign this recapture the proposed sublet premises and/or to terminate the Lease or sublet as a result of a request by Tenant to sublease any portion of the Increased Premises to a single subtenant for a sublease term not to extend beyond September 30, 2002 (or "Permitted Sublease"). In such event, Landlord agrees to issue Landlord's standard consent to said sublease, subject to (a) Tenant submitting to Landlord a copy of said sublease (prior to said sublease commencing), (b) Landlord, Tenant and Subtenant thereafter executing Landlord's standard Consent to Sublease agreement and (c) Landlord receives payment from Tenant of Landlord's costs for processing said Sublease Consent prior to said sublease commencing. Notwithstanding anything to the contrary in Paragraph 16, prior to paying any part thereof)Excess Rent to Landlord related to said Permitted Sublease, Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period first be entitled to recover from such Excess Rent the amount of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be any reasonable leasing commissions paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to third party brokers not affiliated with Tenant’s assignment or subleasing of such space. EXCEPT AS MODIFIED HEREIN, provided such refusal notwithstanding anything contained in legislationall other terms, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligationsand conditions of said January 28, 2000 Lease Agreement shall remain in full force and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the sameeffect.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Assignment and Subletting. Section 18.01 (a) Tenant shall not directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assign, sublet, mortgage, hypothecate or otherwise encumber all or any portion of its interest in this Lease or in the Premises or grant any license in or suffer any person other than Tenant or its employees to use or occupy the Premises or any part thereof without obtaining the prior written consent of Landlord, which consent may be conditioned or withheld in Landlord’s reasonable discretion; provided, however, that Landlord’s prior consent to an assignment or sublease shall not be required so long as Tenant remains liable for its obligation to pay the Rent and to perform all of the other obligations to be performed by Tenant hereunder, or if an acquiror (of greater or equal net worth as Tenant) of substantially all of the assets, liabilities and business of the Tenant becomes liable for Tenants obligation to pay the Rent and perform all of the other obligations to be performed by Tenant hereunder. Except as set forth in the preceding sentence, if Landlord’s consent is required because Tenant is no longer liable for its obligation to pay the Rent and to perform all of the other obligations to be performed by Tenant hereunder, any such attempted assignment, subletting, license, mortgage, hypothecation, other encumbrance or other use or occupancy without the consent of Landlord shall be null and void and of no effect. Any mortgage, hypothecation or encumbrance of all or any portion of Tenant’s interest in this Lease or in the Premises and any grant of a license or sufferance of 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 used in this Paragraph 11, the term “Tenant” shall also mean any entity that has guaranteed Tenant’s obligations under this Lease, and the restrictions applicable to Tenant contained herein shall also be applicable to such guarantor. Landlord’s agreement to not unreasonably withhold its consent shall only apply to the first assignment or sublease under the Lease.
(b) Except as set forth in paragraph (a), no assignment or 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 be deemed a consent to any subletting or assignment. Consent by Landlord to one subletting or assignment shall not be deemed to constitute a consent to any other or subsequent attempted subletting or assignment. If Tenant should desire desires at any time to assign this Lease or to sublet the Premises (or any part portion thereof, it shall first notify Landlord of its desire to do so and shall submit in writing to Landlord all pertinent information relating to the proposed assignee or sublessee, all pertinent information relating to the proposed assignment or sublease, and all such financial information as Landlord may reasonably request concerning the proposed assignee or subtenant. Any approved assignment or sublease shall be expressly subject to the terms and conditions of this Lease.
(c) At any time within thirty (30) days after Landlord’s receipt of the information specified in subparagraph (b) above, except in connection with a Permitted Transfer (as defined below), Landlord may by written Notice to Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) elect to terminate this Lease as to the portion of the Premises so proposed to be subleased or assigned (which may include all of the Premises), with a proportionate abatement in the Rent payable hereunder, and may in addition elect to recapture such Premises and re-lease such Premises to such proposed assignee or sublessee directly at a rental rate and on terms reasonably consistent with space so affected by reasonably similar to such Premises in the surrounding area.
(d) If Landlord’s consent is required, Tenant acknowledges that it shall be reasonable for Landlord to withhold its consent to a proposed assignment or sublease in its noticeany of the following instances:
(i) The assignee or sublessee is not, in which event TenantLandlord’s reasonable opinion, subject sufficiently creditworthy to perform the provisions of obligations such assignee or sublessee will have under this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such spaceLease;
(bii) The intended use of the Premises by the assignee or sublessee is not the same as set forth in this Lease or otherwise reasonably satisfactory to permit Tenant to assign Landlord;
(iii) The intended use of the Premises by the assignee or sublet such space, subject, however, sublessee would materially increase the pedestrian or vehicular traffic to the subsequent written approval Premises or the Building;
(iv) Occupancy of the proposed Premises by the assignee or subtenant by sublessee would, in the good faith judgment of Landlord, and provided that if the Rental rate agreed violate any agreement binding upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant the Building or the Project with regard to Landlord the identity of tenants, usage in the same manner that Tenant pays Annual Base RentalBuilding, or similar matters;
(v) 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 Project;
(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 Project; or
(cvii) 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 to its consent to Tenant’s such assignment or subleasing of such spacesublease.
(e) Notwithstanding any assignment or subletting, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession except as set forth in Section 24.02. No assignment paragraph (a), Tenant and any guarantor or subletting by Tenant shall relieve Tenant surety of Tenant’s obligations under this Lease. Any attempted assignment Lease shall at all times during the Initial Term and any subsequent renewals or sublease by Tenant in violation extensions remain fully responsible and liable for the payment of the terms Rent and provisions for compliance with all of Tenant’s other obligations under this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rateLease. In the event of an assignment of this Lease, that the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney Rent due and confession of judgment, set forth in Section 24.02 as if the payable by a sublessee or assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all (or any part a combination of the Building and any and all of its rights rental payable under such sublease or assignment) exceeds the Rent payable under this Lease, provided then Tenant shall be bound and obligated to pay Landlord’s successor in interest assumes Landlord’s obligations , as Additional Rent hereunder, fifty percent (50%) of such excess Rent and other excess consideration within ten (10) days following receipt thereof by Tenant.
(f) If this Lease is assigned or if the Premises is subleased (whether in whole or in part), or in the event of the mortgage, pledge, or hypothecation of Tenant’s leasehold interest, or grant of any concession or license within the Premises, or if the Premises are occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord assigns 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 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 Rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its rights under this Leasecovenants, duties, or obligations hereunder.
(g) If Landlord’s consent is required, should Tenant request of Landlord the right to assign or sublet, Landlord shall charge Tenant Seven Hundred and Fifty and No/100 Dollars ($750.00) as an administration fee.
(h) Notwithstanding any provision of this Lease to the contrary, in the event this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, any and all monies or other consideration payable or otherwise to be released from any further obligations hereunder, and Tenant agrees to look solely 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 successor estate within the meaning of the Bankruptcy Code. All such money and other consideration not paid or delivered to Landlord shall be held in interest trust for performance the benefit of such obligationsLandlord and shall be promptly paid or delivered to Landlord.
(i) Notwithstanding any provision of this Lease to the contrary, Tenant may, however, assign this Lease or sublease a portion of the Premises to an affiliate, parent company or subsidiary or in connection with a sale of Tenant’s business (a “Permitted Transfer”).
Appears in 1 contract
Sources: Office Lease (EVO Transportation & Energy Services, Inc.)
Assignment and Subletting. Section 18.01 If Tenant should desire shall not assign, transfer, or 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 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 one hundred twenty (120) days’ written notice, advise Landlord of its intent to assign this or transfer Tenant’s interest in the Lease or sublet the Premises (or any portion thereof for any part thereof), Tenant shall give Landlord written notice at least 60 of the term hereof. Within thirty (30) days in advance thereof. Landlord shall then have a period of 30 days following after receipt of such notice within which to notify Tenant said written notice, Landlord may, in writing that Landlord elects either:
(a) its sole discretion, elect to terminate this Lease as to the space so affected portion of the Premises described in Tenant’s notice on the date specified in Tenant’s notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said thirty (30) day period, Tenant may proceed to locate an acceptable sub-lessee, assignee, or other transferee for presentment to Landlord for Landlord’s approval, all in its noticeaccordance with the terms, in which event Tenantcovenants, subject to the provisions and conditions of this Paragraph 16. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subjectterminated on the date specified in Tenant’s notice. If, however, this Lease shall terminate pursuant to the subsequent written approval foregoing with respect to less than all the Premises, the rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of the proposed assignee or subtenant square feet retained by LandlordTenant, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages as so amended shall continue in full force and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rateeffect. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed Tenant is allowed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all transfer or sublet the whole or any part of the Building 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. 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 and be deemed to be a transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant, 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 to pay all expenses in connection with the assignment, and Landlord may require Tenant’s assignee or transferee (or other assignees or transferees) to assume in writing all of its rights the obligations under this Lease and for Tenant to remain liable to Landlord under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Sources: Lease Agreement (Zev Ventures Inc.)
Assignment and Subletting. Section 18.01 If (a) Provided no Event of Default then exists, Tenant should desire to assign this Lease may sublet all or sublet any part of the Premises (or any part thereof)provided, Tenant that each such sublease shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which expressly be made subordinate to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, and subject to the provisions of this Lease, including Paragraph 3, and no sublease term shall extend beyond the last day of the then scheduled expiration of the Term) and may assign all its rights and interests under this Lease without Landlord's prior consent, except as may be required below in this Subparagraph 16(a) provided that the use of the Premises by any such assignee or subtenant continues to comply with the provisions of Paragraph 3 and any such assignee or subtenant is of a type or character that is customarily found in Class A office complexes comparable to the Premises. If Tenant assigns all of its rights and interests under this Lease, the assignee under such assignment shall expressly assume all the obligations of Tenant under this Lease in an instrument, approved by Landlord as to form and substance (which expressly survive approval will not be unreasonably withheld, conditioned or delayed) and delivered to Landlord at the termination hereoftime of such assignment. No assignment or sublease made as permitted by this Subparagraph 16(a) shall affect or reduce any of the obligations of Tenant hereunder and the Tenant shall remain unconditionally liable, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor or surety, to the same extent as though no assignment or subletting had been made; provided that performance by any such assignee or sublessee of any of the obligations of Tenant under this Lease shall be relieved deemed to be performance by Tenant. Tenant shall be entitled to retain any excess of the rent payable under any sublease over the Basic Rent payable under this Lease. No sublease or assignment made as permitted by this Subparagraph 16(a) shall impose any obligations on Landlord or otherwise affect any of the rights of Landlord under this Lease. Neither this Lease nor Tenant's leasehold estate shall be mortgaged, pledged or hypothecated by Tenant or any assignee or sublessee, nor shall Tenant mortgage or pledge the interest of Tenant in and to any sublease or assignment of the Premises or the rentals payable thereunder. Any mortgage, pledge, sublease or assignment made in violation of this Subparagraph 16(a) shall be void. Tenant shall, within ten (10) days after the execution and delivery of any such assignment of this Lease or sublease of all further obligations hereunder as or a portion of the Premises, deliver a conformed copy thereof to such space;Landlord.
(b) Notwithstanding anything to permit the contrary contained in this Lease, Tenant shall have the right to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlordand/or sublease, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to 's consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed required to be unreasonable in withholding its consent any such assignment and/or subletting, to any corporation or other entity which succeeds to all or substantially all of the assets and may arbitrarily withhold its consent until business of Tenant, whether by merger, consolidation, purchase of assets or other similar corporate restructuring. In such event, the successor entity shall automatically become the Tenant under this Lease and unless if the proposed assignee credit rating of the successor entity is investment grade and at least equal to Tenant's credit rating prior to such merger, consolidation, purchase of assets or sub-lessee other similar corporate restructuring, the prior Tenant hereunder shall have agreed in writing with Landlord to assume and perform each of the covenants, no further obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment duties or subletting by Tenant shall relieve Tenant of Tenant’s obligations liabilities under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Assignment and Subletting. Section 18.01 If 17.1 Tenant should desire to assign shall not assign, sublease, transfer or encumber this Lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Leaseinterest therein. Any attempted assignment or sublease by Tenant in violation of the terms and provisions covenants of this Section 18.01 Article 17 shall be void. Notwithstanding anything to the contrary contained in this Article 17, an assignment or subletting of all or a portion of the Premises to an “Affiliate” of Tenant shall not be deemed a transfer under this Article 17, provided that (a) Tenant notifies Landlord of any such assignment or sublease within fifteen (15) after its effective date and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease or such “Affiliate,” and (b) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. The term “Affiliate” of Tenant shall mean an entity which is controlled by, controls, or is under common control with Tenant. The term control” or “controlled” as used in this Section 17.1 shall mean the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities of, or more than fifty percent (50%) of the voting interest in, any entity. In no event shall a transfer, assignment or subletting of all or a portion of the Premises to an Affiliate release Tenant solicit assignees or sub lessees from the payment and performance of its obligations in other Buildings owned by the Lease, but rather Tenant and its assignee will be jointly and severally primarily liable for such payment and performance.
17.2 If Tenant requests Landlord, or at less than a fair market rate. In the event of ’s consent to an assignment of this LeaseLease or subletting of all or part of the Premises, Landlord shall have the assigneeoption (without limiting Landlord’s other rights hereunder) of terminating this Lease upon thirty (30) days notice. Landlord may then, for purposes at Landlord’s option, lease space to the prospective assignee or subtenant. If Landlord should fail to notify Tenant in writing of this Agreementits decision within a thirty (30) day period after Landlord is notified in writing of the proposed assignment or sublease, Landlord shall be deemed to have adopted the warrants of attorney refused to consent to such proposed assignment or sublease, and confession of judgment, set forth to have elected to keep this Lease in Section 24.02 as if the assignee has executed the samefull force and effect.
Section 18.02 17.3 Fifty percent (50%) of all cash or other proceeds of any assignment, sale or sublease of Tenant’s interest in (his Lease, whether consented to by Landlord may sellor nol, transfershall be paid to Landlord notwithstanding the fact that such proceeds exceed the Rent called for hereunder, assignunless Landlord agrees to the contrary in writing, and convey Tenant hereby assigns all rights it might have or ever acquire in any part such proceeds to Landlord. This covenant and assignment shall run with the land and shall bind Tenant and Tenant’s heirs, executors, administrators, personal representatives, successors and assigns. Any assignee, sublessee or purchaser of the Building Tenant’s interest in this Lease (all such assignees, sublessees and any and all of its rights under this Leasepurchasers being hereinafter referred to as “Successors”), provided Landlord’s successor in interest assumes Landlordby assuming Tenant’s obligations hereunder, shall assume liability to Landlord for all amounts paid to persons other than Landlord by such Successor in consideration of any such sale, assignment or subletting, in violation of the provisions hereof.
17.4 No assignment, sublease or other transfer consented to by Landlord, shall release Tenant or change Tenant’s primary liability to pay the rent and in the event Landlord assigns its rights to perform all other obligations of Tenant under this Lease. Upon die occurrence of any default under (his Lease, Landlord may proceed directly against Tenant without the necessity of exhausting any remedies against any subtenant or assignee. Upon termination of this Lease, any permitted subtenant shall, at Landlord’s option, attorn to Landlord and shall be released pay all Rent directly to Landlord. Landlord’s acceptance of Rent from any further other person shall not constitute a waiver of any provision of this Article 17. Consent to one transfer shall not constitute a consent to any subsequent transfer. Landlord may consent to subsequent assignments or modifications of this Lease by Tenant’s transferee, without notifying Tenant or obtaining its consent. Such action shall not relieve Tenant of its liability under this Lease.
17.5 No merger shall result from Tenant’s sublease of the Premises under this Article 17, Tenant’s surrender of this Lease or the termination of this Lease in any other manner. In any such event. Landlord may terminate any or all subtenancies or succeed to the interest of Tenant as sublandlord thereunder.
17.6 Landlord’s consent to an assignment or sublease will not be effective until; a fully executed copy of the instrument of assignment or sublease has been delivered to Landlord; in the case of an assignment, Landlord has received a written instrument in which the assignee has assumed and agreed to perform all of Tenant’s obligations hereunderin the Lease, and Tenant agrees Landlord has been reimbursed the amount of Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) for its fees and costs incurred in connection with both determining whether to look solely to Landlord’s successor in interest for performance of such obligationsgive its consent and giving its consent.
Appears in 1 contract
Sources: Lease Agreement (CardioVascular BioTherapeutics, Inc.)
Assignment and Subletting. Section 18.01 If Tenant should desire Notwithstanding anything to assign this Lease the contrary in Article XII (Assignment and Subletting) of the Lease, ▇▇▇▇▇▇▇▇’s consent to any assignment or sublet the Premises (subletting of all or any part thereof)of the Premises shall not be unreasonably withheld, conditioned or delayed. Nevertheless, ▇▇▇▇▇▇▇▇’s consent to any such assignment or subletting shall be conditioned upon the following, failure to comply with which shall permit Landlord to refuse to consent to such assignment or subletting without such refusal being deemed unreasonable:
A. Unless the Premises are assigned or sublet to Landlord as hereinafter provided, the Premises shall be used by the assignee or subtenant only for purposes identical to those set forth in Article VI, Section 6.1 (USE) of the Lease, and for no other purpose. If the Premises are assigned or sublet to Landlord, the Premises may be used by Landlord, its successors and assigns, for any and all lawful purposes.
B. If Tenant shall desire to make any assignment or subletting, Tenant shall give notify Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to of the space so affected by Tenant in its noticeterms of any proposed assignment or subletting, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval name and address of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rentalcase of a sublease, the area proposed to be sublet. Upon receipt of Tenant’s notice, except in cases of a transfer pursuant to Section D below, Landlord shall have the following options, to be exercised within thirty days thereafter (the “Option Period”):
(i) Consenting;
(ii) Reasonably withholding consent; or
(ciii) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless Canceling this Lease if the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting shall be for all or substantially all of the Premises, as of the date proposed by Tenant for such assignment or subletting.
C. Other than a transfer pursuant to Section D below, in the event of any assignment or subletting, Tenant shall relieve Tenant of Tenant’s obligations pay to Landlord as additional rent under this Lease. Any attempted assignment or sublease , within ten ( I 0) days of receipt, a sum equal to the amount by which Occupancy Rentals (as defined hereafter) received by Tenant in violation of from such assignments and subleases each month exceeds the amounts for similar rents, monies, and other considerations due from Tenant to Landlord under the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assigneeafter first deducting all costs and expenses incurred by Tenant in respect of such subletting, for purposes of this Agreementincluding without limitation, be deemed to have adopted the warrants of attorney commissions, alterations and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assignallowance, and convey legal fees. Additionally, the terms “assignment” and “sublease” shall include all assignment(s), sublease(s), underletting(s) at any level, tenancy(ies), concession(s), license(s), franchise(s), or other arrangement(s) for the use or occupancy of the Premises and, except in connection with a transfer pursuant to Section D below, the term “rents”, “rental”, or “Occupancy Rentals” shall include all rent, monies, and other considerations paid for the use or occupancy of the Premises or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligationsthereof.
Appears in 1 contract
Sources: Lease Agreement (OTSAW LTD)
Assignment and Subletting. Section 18.01 If Tenant should desire to will not assign this Lease lease, or allow same to be assigned by operation of law or otherwise, or sublet the Premises demised premises or any part thereof without the prior written consent of Landlord. 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, 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 becoming due to Tenant under such assignment or 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 a release of Tenant from the further performance of Tenant's obligations hereunder. If Tenant shall propose to sublet or assign this Lease, it shall so notify Landlord in writing not lease than thirty (30) days prior to the date of the proposed assignment or subletting, such notice 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, proof satisfactory to Landlord that the proposed subtenant or assignee is financially responsible and will immediately occupy and thereafter use the entire premises (or any part sublet portion thereof) for the remaining term of this lease (or for the entire term of the sublease, if shorter), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period the option, in the event of 30 any proposed assignment or subletting, 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's giving Tenant written notice thereof within twenty (20) days following Landlord's receipt of Tenant's written request. Upon any such notice within cancellation Tenant shall pay to Landlord all costs or charges which are the responsibility of Tenant hereunder, and Tenant shall, at Tenant's own cost and expense, discharge in full any outstanding commission obligation on the part of Landlord with respect to notify this lease. 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 cancallation date in writing that the same manner as if such cancellation date were the date originally fixed for the expiration of the term hereof. Without limitation, Landlord elects either:
(a) may lease the premises to terminate this Lease the prospective subtenant or assignee, without liability to the Tenant. Landlord's failure to exercise any right hereunder shall not waived Landlord's right as to the space so affected by Tenant in its noticeany subsequent proposed sublease or assignment, in which event Tenant, subject nor shall any such failure be deemed to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written constitute Landlord's approval of the proposed assignee sublease or subtenant by Landlordassignment. If Landlord does not cancel this lease, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed agrees to approve any assignment by Tenant to any corporation succeeding to substantially all the business and assets of Tenant by merger, consolidation, purchase of assets or otherwise, or to any assignment or subletting to a corporation which is an affiliate of Tenant. In other cases, Landlord agrees not to unreasonably withhold approval of any proposed subletting or assingment as to which Landlord declines its rights of cancellation hereunder provided such proposed transaction is consummated within thirty (30) days after Landlord's refusal or failure to so recapture, and shall be paid by Tenant upon the same terms and conditions disclosed to Landlord in Tenant's notice, and with another financially responsible party whose use of the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment demised premises will not depreciate the value of the premises, or subleasing the value of such spacethe property adjacent thereto, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall will not be deemed extra hazardous with reference to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee risk of fire or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02other hazards. No Any assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 without Landlord's approval, where required hereunder, shall be voidvoid and of no effect. In no event Landlord shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In have the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed right to have adopted the warrants of attorney transfer and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all in whole or in part, any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunderlease, and in the event Landlord assigns its rights under this LeaseBuilding and property referred to herein; and to the extent that such assignee assumes Landlord's obligations hereunder, Landlord shall by virtue of such assignment be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Sources: Lease Agreement (Tekgraf Inc)
Assignment and Subletting. Section 18.01 If Tenant should desire to shall not, without the prior written consent of Landlord, which consent may not be unreasonably withheld or delayed, assign this Lease or any interest thereunder, or sublet the Premises (or any part thereof, or permit the use of the Premises by any party other than Tenant, Tenant's wholly owned subsidiaries, Tenant's parent, or other entities wholly owned by Tenant's parent (collectively, "Related Parties), . As used herein the term Parent shall mean an entity owning not less than 51% of its subsidiary and the term subtenant shall include any assignee of the Lease or any interest therein. Tenant shall give submit to Landlord a written notice at least 60 days in advance thereof. request for the consent of the Landlord shall then have a period of 30 days following receipt of to such notice within assignment or subletting which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, request shall be relieved accompanied by the name of all further obligations hereunder the subtenant, a copy of the fully executed assignment or sublease which assignment or sublease shall be solely conditioned upon Landlord's consent thereof, the nature and character of the business of the proposed subtenant, the proposed use of the Premises, current financial information on the subtenant, and such additional information as to such space;
(b) to permit Tenant to assign Landlord may reasonably request, or sublet such spacein the case of a Related Party, subject, however, to the subsequent written approval of evidence that the proposed assignee or subtenant is a Related Party. Consent by Landlord to one assignment or sublease shall not constitute a waiver of the requirement for Landlord's consent in the future, and provided that if all later assignments and subleases shall likewise be made only upon the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% prior written consent of such excess Rental Landlord. Subtenants or assignees shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant become liable directly to Landlord in the same manner that for all obligations of Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such spacehereunder without, provided such refusal notwithstanding anything contained in legislationhowever, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve relieving Tenant of Tenant’s obligations its liability under this Lease. Any attempted Tenant agrees that the instrument by which any assignment or sublease subletting consented to by Landlord is accomplished shall expressly provide that the assignee or subtenant will perform and observe all the agreements, covenants, conditions and provisions to be performed and observed by Tenant under this Lease as and when performance and observance is due and that Landlord shall have the right to enforce such agreements, covenants, conditions and provisions directly against such assignee or subtenant. Tenant shall in violation all cases remain primarily responsible for the performance by any subtenant or assignee of all such agreements, covenants, conditions and provisions. Any assignment or subletting without an instrument containing the foregoing provision shall be void and shall, at the option of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than constitute a fair market rate. In the event of an assignment of default hereunder entitling Landlord, among its remedies, to terminate this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Sources: Office Lease Agreement (Capital Factors Holdings Inc)
Assignment and Subletting. (a) Tenant shall initially occupy the Leased Premises (excluding the Exempt Sublease Space, as defined in Section 18.01 If 4.04(c) below). In the event Tenant should desire to assign this Lease sublet (or sublet attempt to sublet) the Leased Premises (or any part thereof (subletting, for the purposes hereof, including the granting of concessions or licenses for the occupancy thereof)) or to assign this Lease, Tenant shall give Landlord written notice at least 60 days in advance thereofthereof ("Tenant's Initial Assignment/Subletting Notice"). Landlord shall then have a period of 30 thirty (30) days following receipt of such notice Tenant's Initial Assignment/Subletting Notice within which to notify Tenant in writing that Landlord elects either:
(ai) to terminate this Lease as to the space so affected by Tenant in its noticeeffective not more than six (6) months after the date of Tenant's Initial Assignment/Subletting Notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall Tenant will be relieved from and after such date of all further obligations hereunder as to such space;
, or (bii) to permit Tenant to assign or sublet such spacespace or to assign this Lease, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between conditions set forth below. If Landlord should fail to notify Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% in writing of such excess Rental election within said thirty (30) day period, Landlord shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the sameelected option (ii) above.
Section 18.02 (b) If Landlord may sellelects option (a)(ii) above, transferthe following shall apply (and be conditions thereto):
(i) At the time of any such subletting or assignment, assign, this Lease is in full force and convey all or any effect and there is no default hereunder on the part of Tenant beyond the Building applicable notice and any cure period, if any.
(ii) The proposed sublessee or assignee must be creditworthy and all of its rights under this Leasea kind and type customarily found in first-class office buildings of high quality in Washington, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.D.
Appears in 1 contract
Sources: Lease (Charles River Associates Inc)
Assignment and Subletting. Section 18.01 A. Neither Tenant nor Tenant's legal representatives or successors in interest by operation of law or otherwise shall assign this Lease or sublease the Leased Premises or any part thereof or mortgage, pledge or hypothecate its leasehold interest therein without the prior express written permission of Landlord, which shall not be unreasonably withheld, and any attempt to do any of the foregoing without prior express written permission of the Landlord shall be void ab initio and of no effect. This prohibition against any assignment or subletting shall be construed to include a prohibition against assignment or subletting by operation of law, provide that any transfer of this Lease from Tenant by merger or consolidation or any change in ownership of power to vote a majority of the voting stock in Tenant outstanding at the time of execution of this Lease shall not constitute an assignment for the purpose of this Lease.
B. If Tenant should desire to assign this Lease or sublet the Leased Premises (or any part portion thereof), Tenant shall give Landlord written notice of such desire at least 60 thirty (30) days in advance thereofof the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of 30 thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
either (a1) to terminate this Lease as to the space so affected as of the date so specified by Tenant in its noticeTenant, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall Tenant will be relieved of all further obligations obligation hereunder as to such space;
space after paying all Base Rental, Additional Rental and other sums due as of such date, or (b2) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant sublessee by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
or (c3) to refuse to consent to Tenant’s 's assignment or subleasing of such spacespace and to continue this Lease in full force and effect as to the entire Leased Premises. If Landlord shall fail to notify Tenant of such election within said thirty (30) day period, provided Landlord shall be deemed to have elected option (3) above, however such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, consent shall not be deemed to be unreasonable unreasonably withheld. Landlord and Tenant specifically agree that, in withholding its consent and may arbitrarily withhold its consent until and unless the proposed event of any approved assignment or subletting the rights of any such assignee or sub-lessee shall have agreed in writing with Landlord subtenant of Tenant herein to assume the use and perform each occupancy of the covenants, obligations, and agreements Leased Premises shall be subject to all of the Tenant in terms, conditions and provisions of this Lease Lease, including, without limitation, restrictions on use and the provision covenant to pay Base Rental and Additional Rental. Landlord may collect Base Rental and Additional Rental directly from such assignee or subtenant and apply the amount so collected to the Rent. No such consent to or recognition of any such assignment or subletting shall constitute a release of Tenant, from further performance by Tenant of covenants undertaken to be performed by Tenant herein, and Tenant will remain liable and responsible for all Rent and other obligations herein imposed upon Tenant.
C. Consent by Landlord to a particular assignment or sublease or other transaction shall not be deemed a consent to any other or subsequent transaction. If this Lease be assigned or if the Leased Premises be subleased (whether in whole or in part) or in the event of the entry mortgage, pledge or hypothecation of judgment the leasehold interest without the prior express written permission of Landlord, or if the Leased Premises be occupied in whole or in part by confession for monetary damages anyone other than Tenant without the prior written permission of Landlord, Landlord may nevertheless collect Rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, or other occupant and possession 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 these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties and obligations hereunder. In any case where Landlord consents to any such assignment, sublease or other transaction, Landlord may require that Tenant pay Landlord a reasonable sum as attorneys' fees arising incident to such transaction. Any rental or other consideration payable to Tenant under any permitted assignment or sublease, in excess of the Base Rental set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, and any additional rental payable to Tenant in excess of the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, Additional Rental set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely payable to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Sources: Lease Agreement (Cyberonics Inc)
Assignment and Subletting. Section 18.01 If (a) Provided no Event of Default then exists, Tenant should desire to assign this Lease may sublet all or sublet any part of the Premises (or any part thereof)provided, Tenant that each such sublease shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, expressly be made subject to the provisions of this Lease, including Paragraph 3, and no sublease term shall extend beyond the end of the Term) and may assign all its rights and interests under this Lease which without Landlord's prior consent, except as may be required below in this Paragraph 16. If Tenant assigns all its rights and interests under this Lease, the assignee under such assignment shall expressly survive assume all the termination hereofobligations of Tenant hereunder in an instrument, shall be relieved of all further obligations hereunder approved by Landlord as to form and substance (which approval will not be unreasonably withheld or delayed) and delivered to Landlord at the time of such space;
(b) to permit assignment. No assignment or sublease made as permitted by this Paragraph 16 shall affect or reduce any of the obligations of Tenant to assign hereunder and the Tenant shall remain unconditionally liable, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor or sublet such space, subject, howeversurety, to the subsequent written approval same extent as though no assignment or subletting had been made; provided that performance by any such assignee or sublessee of any of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between obligations of Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental under this Lease shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee performance by Tenant. No sublease or sub-lessee assignment made as permitted by this Paragraph 16 shall have agreed in writing with impose any obligations on Landlord to assume and perform each or otherwise affect any of the covenants, obligations, and agreements rights of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations Landlord under this Lease. Neither this Lease nor the Term hereby demised shall be mortgaged, pledged or hypothecated by Tenant, nor shall Tenant mortgage or pledge the interest of Tenant in and to any sublease of the Premises or the rentals payable thereunder. Any attempted mortgage, pledge, sublease or assignment or sublease by Tenant made in violation of the terms and provisions of this Section 18.01 Paragraph 16 shall be void. In no event Tenant shall, within ten (10) days after the execution and delivery of any such assignment or sublease of all or substantially all of the Premises, deliver a conformed copy thereof to Landlord. Within ten (10) days after the execution and delivery of any sublease of a portion of the Premises, Tenant shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In give notice to Landlord of the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney existence and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assignterm thereof, and convey all or any part of the Building name and any and all address of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.sublessee
Appears in 1 contract
Sources: Lease (School Specialty Inc)
Assignment and Subletting. (a) Not without the prior written consent of Landlord to assign this Lease, to make any sublease, or to permit occupancy of the Premises or any part thereof by anyone other than Tenant, voluntarily or by operation of law; as Additional Rent, to reimburse Landlord promptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting; no assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee); no consent to any of the foregoing in a specific instance shall operate as a waiver in any subsequent instance.
(b) Notwithstanding any other provision of this Section 18.01 If 6.1.16, in the event that Tenant should desire requests Landlord's consent to any sublease of any portion of the Premises (said portion of the Premises being hereinafter referred to as the "Proposed Sublease Premises"), Landlord shall have the option, exercisable by notice given to Tenant within thirty (30) days after receipt of Tenant's request for consent to the proposed sublease, to terminate this Lease with respect to the Proposed Sublease Premises as of a date specified in such notice, which shall be not less than thirty (30) nor more than one hundred twenty (120) days after such notice, in which event: (i) this Lease shall continue in full force and effect with respect to the remainder of the Premises not included in the Proposed Sublease Premises, (ii) Tenant shall remove all of Tenant's trade fixtures and personal property in the Proposed Sublease Premises, all of such installations and improvements made by Tenant therein as Landlord may request and all of Tenant's signs therein, and Tenant shall repair all damage caused by such removal and yield up the Proposed Sublease Premises (including all installations and improvements made by Tenant except for trade fixtures and such of said installations and improvements as Landlord may request Tenant to remove), broom clean and in the same good order and repair which Tenant is obligated to keep and maintain the Premises by the provisions of this Lease.
(c) Notwithstanding any other provision of this Section 6.1.16, if Tenant requests Landlord's consent to assign this Lease or sublet more than twenty-five percent (25 %) of the Premises (or any part thereof)Premises, Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 the option, exercisable by notice to Tenant given within thirty (30) days following after receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) request, to terminate this Lease as to of a date specified in such notice which shall be not less than thirty (30) nor more than one hundred twenty (120) days after the space so affected by Tenant in its date of such notice, in which event Tenant, subject to the provisions .
(d) Without limitation of any other provision of this Lease which expressly survive Section 6.1.16, if, at any time during the termination hereofTerm of this Lease, shall be relieved of all further obligations hereunder as to such space;Tenant is:
(bi) to permit Tenant to assign a corporation or sublet such space, subject, however, to the subsequent written approval a trust (whether or not having shares of beneficial interest) and there shall occur any change or transfer of the proposed assignee ownership or subtenant by Landlord, and provided that if control of fifty percent (50%) or more of the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, persons then 100% of such excess Rental shall be considered additional Rental owed by Tenant having power to Landlord, and shall be paid by Tenant to Landlord participate in the same manner that Tenant pays Annual Base Rentalelection or appointment of the directors, trustees or other persons exercising like functions and managing the affairs of Tenant; or
(cii) to refuse to consent to Tenant’s assignment a partnership or subleasing association or otherwise not a natural person (and is not a corporation or a trust) and there shall occur any change or transfer of the ownership or control of fifty percent (50%) or more of the persons who then are members of such spacepartnership or association or who comprise Tenant; Tenant shall so notify Landlord and request Landlord's approval thereto, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, which approval shall not be deemed unreasonably withheld or delayed. If Landlord fails to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee approve such change or sub-lessee shall have agreed in writing with Landlord to assume and perform each transfer of the covenantsownership or control, obligations, and agreements of the Tenant in Landlord may terminate this Lease includingby notice to Tenant given within ninety (90) days thereafter. This subparagraph shall not apply to any change resulting from the public offering of Tenant's stock nor to any change in the ownership of such stock thereafter, without limitationif Tenant's stock is listed on a recognized security exchange, or if at least sixty percent (60%) of its voting stock is owned by another corporation, the provision voting stock of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No which is so listed.
(e) Landlord's consent to any assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment , or sublease by Tenant in violation to any occupancy of the terms and provisions Premises by anyone other than Tenant, voluntarily or by operation of this Section 18.01 law, in any specific instance shall be void. In no event shall Tenant solicit assignees or sub lessees not operate as a waiver in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the sameany subsequent instance.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Sources: Building Lease (Furniture Com Inc)
Assignment and Subletting. Section 18.01 If Tenant should desire to assign 12.1 Subtenant, for itself, its successors and assigns, expressly covenants that it shall not assign, whether by operation of law or otherwise, or pledge or otherwise encumber this Lease Sublease, or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building Sublease Premises, without obtaining the prior written consent of Sublandlord. Sublandlord reserves the right to transfer and assign its interest in and to this Sublease to any entity or person who shall succeed to Sublandlord's interest in and to the Master Lease.
12.2 Notwithstanding the foregoing provisions of this Article 12, Subtenant shall have the right, without Sublandlord's consent, to assign this Sublease or sublet any portion or all of its rights under this Leasethe Sublease Premises to any corporation controlled by Subtenant (any such assignee or subtenant being hereinafter sometimes referred to as a "Permitted Transferee").
12.3 No assignment or sublease, provided Landlord’s successor whether or not approved, and no indulgence granted by Sublandlord to any assignee or subtenant, shall in interest assumes Landlord’s obligations any way impair the continuing primary liability of Subtenant hereunder, and no approval in the event Landlord assigns its rights under this Lease, Landlord a particular instance shall be released from deemed to be a waiver of the obligation to obtain Sublandlord's approval in any further obligations other case.
12.4 If for any assignment or sublease to any party other than a Permitted Transferee Subtenant receives rent or other consideration, either initially or over the term of such assignment or sublease, in excess of the Annual Fixed Rent and additional rent called for hereunder, and Tenant agrees to look solely to Landlord’s successor or in interest for performance case of any sublease of a part of the Sublease Premises, in excess of the portion of such obligationsAnnual Fixed Rent and additional rent which is fairly allocable to said part, after appropriate adjustments to assure that all other payments called for hereunder are appropriately taken into account, Subtenant shall pay to Sublandlord as additional rent an amount equal to fifty percent (50%) of such excess promptly after its receipt by Subtenant. In computing such excess, leasehold improvements made by Subtenant in connection with such further subletting or assignment shall be amortized on a straight-line basis over the term of the sublease or assignment, and all brokerage, legal and other reasonable costs incurred by Subtenant shall be deducted immediately.
Appears in 1 contract
Sources: Sublease (Thermo Vision Corp)
Assignment and Subletting. Section 18.01 If (a) Provided no Event of Default has occurred and is continuing, Tenant should desire to assign this Lease may sublet all or sublet any part of the Premises (or any part thereof)provided, Tenant that each such sublease shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, expressly be made subject to the provisions of this Lease, including Paragraph 3) and Tenant may assign all its rights and interests under this Lease which without Landlord’s prior consent, except as may be required below in this Paragraph 16. If Tenant assigns all its rights and interests under this Lease, the assignee under such assignment shall expressly survive assume all the termination hereofobligations of Tenant hereunder in an instrument, shall be relieved of all further obligations hereunder approved by Landlord as to form and substance (which approval will not be unreasonably withheld, conditioned or delayed) and delivered to Landlord at the time of such space;
assignment. No assignment or sublease made as permitted by this Paragraph 16 shall affect or reduce any of the obligations of Tenant hereunder and (bexcept for assignments pursuant to and in accordance with subparagraph 16(b)) to permit the Tenant to assign shall remain unconditionally liable therefor, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor or sublet such space, subject, howeversurety, to the subsequent written approval same extent as though no assignment or subletting had been made; provided that performance by any such assignee or sublessee of any of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between obligations of Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental under this Lease shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee performance by Tenant. No sublease or sub-lessee assignment made as permitted by this Paragraph 16 shall have agreed in writing with impose any obligations on Landlord to assume and perform each or otherwise affect any of the covenants, obligations, and agreements rights of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations Landlord under this Lease. Neither this Lease nor the Term hereby demised shall be mortgaged, pledged or hypothecated by Tenant, nor shall Tenant mortgage or pledge the interest of Tenant in and to any sublease of the Premises or the rentals payable thereunder. Any attempted mortgage, pledge, sublease or assignment made in violation of this Paragraph 16 shall be void. Tenant shall, within ten (10) business days after the execution and delivery of any such assignment or sublease by Tenant in violation of all or substantially all of the terms Premises, deliver a conformed copy thereof to Landlord. Within ten (10) business days after the execution and provisions delivery of this Section 18.01 any sublease of a portion of the Premises, Tenant shall be voidgive notice to Landlord of the existence and term thereof, and of the name and address of the sublessee thereunder. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than the term of a fair market rate. In the event sublease of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of Premises extend beyond the Expiration Date.
(b) In addition to Tenant’s rights under subparagraph 16(a), Tenant shall have the right to assign its rights and interests under this Lease, provided without Landlord’s successor prior consent, to (i) the surviving entity in interest assumes Landlord’s obligations hereunder, and a statutory merger or consolidation of Tenant with another corporation or entity or (ii) an entity to which Tenant sells all or substantially all of its assets provided that in the event case of (i) or (ii) (1) the surviving entity or transferee has a net worth (as determined using generally accepted accounting principles) immediately after giving effect to such transaction equal to or greater than that of Tenant immediately prior to such transaction and (2) Tenant gives Landlord assigns its rights no less than ten (10) days prior written notice of such merger or consolidation or transfer of assets, as the case may be, together with evidence reasonably satisfactory to Landlord of the satisfaction of such net worth requirement or (iii) Calamos Holdings LLC, a Delaware limited liability company presently contemplated to be established as the owner and operator of the business currently conducted by the subsidiaries of Tenant and which will, if such transaction occurs, by written instrument, substantially in the form of Exhibit 16(b) hereto, assume all of the obligations of Tenant under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Assignment and Subletting. Section 18.01 If Tenant should desire to assign this Lease or sublet the Premises (or any part thereofa) Except for Permitted Transfers (as defined below), Tenant shall give not make assign, sublease, or otherwise transfer any of Tenant’s interest in this Lease or the Premises without Landlord’s written consent, which consent may not be unreasonably withheld, conditioned or delayed (“Consent Transfer”). In the event of any Consent Transfer, Tenant shall deliver to Landlord written notice at least 60 days in advance thereof. Landlord , accompanied by a copy of the instrument(s) of assignment or sublease, and evidence that any such assignee or sublessee shall then have a period of 30 days following receipt of such notice within which to notify Tenant agree in writing that Landlord elects either:
(a) to terminate this Lease as to assume and perform all of the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions terms and conditions of this Lease which expressly survive on Tenant’s part to be performed with respect to the termination hereofassigned or subleased estate from and after the commencement date of such Consent Transfer, all at least twenty (20) days prior to such Consent Transfer. If Landlord fails to respond to such information, Landlord will be deemed to have assented to the proposed Consent Transfer. Any Consent Transfer without Landlord’s consent (or deemed assent), where required, and/or without notification to Landlord shall not be effective and Landlord shall not be bound thereby unless and until Landlord provides its written consent. Upon any Consent Transfer, Landlord, Tenant and new lessee shall sign a consent.
(b) Tenant may assign, sublet or transfer all or any of Tenant’s interest in and to the Lease or Premises without Landlord’s consent, but upon prior written notice to Landlord, to any (i) Tenant Affiliate, and/or (ii) any entity acquiring all or substantially all of the equity or assets of Tenant, either directly or indirectly through Tenant Parties or otherwise, by way of merger, consolidation, reorganization, order of a governmental authority, or operation of law, provided that the assignee, subtenant or transferee has a tangible net worth equal to or in excess of Tenant, as evidenced by documentation provided by Tenant to Landlord (“Permitted Transfers”). In the event of a Permitted Transfer pursuant to this Section 17(b), the requirements set forth in Section 17(a) shall not apply. Upon a Permitted Transfer, Tenant shall not be relieved of all further obligations hereunder as to even if such space;
(b) to permit Tenant to assign assignee, subtenant or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed transferee assumes in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant all of Tenant’s obligations under this Lease. Any attempted assignment A public or sublease by Tenant in violation private offering of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.Tenant’s
Appears in 1 contract
Assignment and Subletting. Section 18.01 If A. Tenant should desire shall not assign, transfer, or 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. Tenant's failure to obtain Landlord's prior written consent before entering into any such assignment, transfer and/or subletting shall be considered a default under this Lease and Landlord shall retain all of its rights under the Lease, including the right to elect, at Landlord sole and absolute discretion, to terminate either the Lease and/or the related sublease. As a condition for granting this consent to any assignment, transfer, or subletting, Landlord shall require that: (i) the sublease be a TRIPLE NET SUBLEASE and that the basic rent due under any such sublease be no less than the then current market rent with annual increases at the then prevailing market rent; (ii) the sublease shall require that the security deposit due under the sublease be in the form of a letter of credit drawn upon an institutional Initial:________ Multi Tenant/Complex Page 13 of 27 BUILDING: Wesport 17 PROPERTY: 30-0017 UNIT: 4 LEASE ID: 0117-FVCC01-01 lender acceptable and accessible to Landlord in form and content reasonably acceptable to Landlord, with the letter of credit being assignable to Landlord, at no cost to Landlord, upon notice to said financial institution of a default by Tenant under the Lease; (iii) the sublease shall not provide for subtenant to have an option to extend the term of the sublease or an option to expand the sublet space; and (iii) Tenant shall pay to Landlord, monthly throughout the term of any approved sublease, all rents and/or additional consideration due Tenant from its assignees, transferees, or subtenants in excess of the Rent payable by Tenant to Landlord hereunder for the assigned, transferred and/or subleased space ("Excess Rent") (with said Excess Rent subject to the terms of Lease Paragraph 4.C ("Late Charge") and Lease 24 ("Bankruptcy and Default"). Tenant shall, by thirty (30) days written notice, advise Landlord of its intent to assign this or transfer Tenant's interest in the Lease or sublet the Premises (or any portion thereof for any part thereof), Tenant shall give Landlord written notice at least 60 of the Term hereof. Within thirty (30) days in advance thereof. Landlord shall then have a period of 30 days following after receipt of such notice within which to notify Tenant said written notice, Landlord may, in writing that Landlord elects either:
(a) its sole discretion, elect to terminate this Lease as to the space so affected portion of the Premises described in Tenant's notice on the date specified in Tenant's notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said thirty (30) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or other transferee for presentment to Landlord for Landlord's approval, all in its accordance with the terms, covenants, and conditions of this Paragraph 21. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease shall be terminated on the date specified in Tenant's notice. If, in which event however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Premises, the Rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, subject and this Lease as so amended shall continue in full force and effect. In the event Tenant is allowed to assign, transfer or sublet the provisions 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. NOTWITHSTANDING THE ABOVE, IN NO EVENT SHALL LANDLORD CONSENT TO A SUB-SUBLEASE. 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 or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease which expressly survive by Tenant and shall, at the termination hereofoption of Landlord exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this Lease shall not, nor shall any interest therein, be relieved assignable for any purpose by operation of law without the written consent of Landlord. As a condition to its consent, Landlord shall require Tenant to pay all further obligations hereunder as expenses in connection with any and all subleases and/or assignments and/or any amendments related thereto, including but not limited to such space;
Landlord's fees for the processing and administration of the consent documentation and Landlord's attorneys' fees (bif any), and Landlord shall require Tenant's subtenant, assignee or transferee (or other assignees or transferees) to permit assume in writing all of the obligations under this Lease and for Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant remain liable to Landlord in under the same manner Lease.
B. Notwithstanding the foregoing, Landlord and Tenant agree that Tenant pays Annual Base Rental; or
(c) it shall not be unreasonable for Landlord to refuse to consent to Tenant’s assignment a proposed assignment, sublease or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law other transfer ("Proposed Transfer") if the Premises or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each any other portion of the covenants, obligations, and agreements Property would become subject to additional or different Government Requirements as a direct or indirect consequence of the Tenant in this Lease including, without limitation, Proposed Transfer and/or the provision Proposed Transferee's use and occupancy of the entry of judgment by confession for monetary damages Premises and possession as set forth the Property. However, Landlord may, in Section 24.02. No assignment or subletting its sole discretion, consent to such a Proposed Transfer where Landlord is indemnified by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment and (i) Subtenant or sublease (ii) Assignee, in form and substance satisfactory to Landlord and/or to Landlord's counsel, by Tenant in violation and/or Proposed Transferee from and against any and all costs, expenses, obligations and liability arising out of the terms Proposed Transfer and/or the Proposed Transferee's use and provisions occupancy of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, Premises and the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the sameProperty.
Section 18.02 Landlord may sell, transfer, assign, C. Any and convey all or any part of the Building sublease agreement(s) between Tenant and any and all subtenant(s) (which agreements must be consented to by Landlord, pursuant to the requirements of its rights under this Lease) shall contain the following language: "If Landlord and Tenant jointly and voluntarily elect, provided for any reason whatsoever, to terminate the Master Lease prior to the scheduled Master Lease termination date, then, if Landlord so elects, this Sublease (if then still in effect) shall terminate concurrently with the termination of the Master Lease. Subtenant expressly acknowledges and agrees that (1) the voluntary termination of the Master Lease by Landlord and Tenant and the resulting termination of this Sublease shall not give Subtenant any right or power to make any legal or equitable claim against Landlord’s successor in interest assumes Landlord’s obligations hereunder, including without limitation any claim for Initial:________ Multi Tenant/Complex Page 14 of 27 BUILDING: Wesport 17 PROPERTY: 30-0017 UNIT: 4 LEASE ID: 0117-FVCC01-01 interference with contract or interference with prospective economic advantage, and in (2) Subtenant hereby waives any and all rights it may have under law or at equity against Landlord to challenge such an early termination of the event Landlord assigns Sublease, and unconditionally releases and relieves Landlord, and its rights under this Leaseofficers, Landlord shall be released directors, employees and agents, from any further obligations hereunderand all claims, demands, and/or causes of action whatsoever (collectively, "Claims"), whether such matters are known or unknown, latent or apparent, suspected or unsuspected, foreseeable or unforeseeable, which Subtenant may have arising out of or in connection with any such early termination of this Sublease. Subtenant knowingly and intentionally waives any and all protection which is or may be given by Section 1542 of the California Civil Code which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with debtor. The term of this Sublease is therefore subject to early termination. Subtenant's initials here below evidence (a) Subtenant's consideration of and agreement to this early termination provision, (b) Subtenant's acknowledgment that, in determining the net benefits to be derived by Subtenant under the terms of this Sublease, Subtenant has anticipated the potential for early termination, and Tenant agrees (c) Subtenant's agreement to look solely to Landlord’s successor in interest for performance the general waiver and release of such obligationsClaims above.
Appears in 1 contract
Assignment and Subletting. The following additional provisions shall apply to any sublease, assignment or other transfer of this Sublease (each, a "Transfer"):
20.1 In the event that Subtenant seeks to make any Transfer, Sublandlord shall have the right to terminate this Sublease or, in the case of a sublease of less than all of the Subleased Premises, terminate this Sublease as to that part of the Subleased Premises proposed to be so sublet, either (i) on the condition that the proposed transferee immediately enter into a direct sublease of the Subleased Premises with Sublandlord (or, in the case of a partial sublease, a sublease for the portion proposed to be sublet) on the same terms and conditions contained in the Assignment Notice (as that term is defined in Section 18.01 If Tenant should desire 25.3 of the Master Lease, as incorporated into this Sublease), or (ii) so that Sublandlord is thereafter free to assign this Lease or sublet lease the Subleased Premises (or any part thereofor, in the case of a partial sublease, a sublease for the portion proposed to be sublet) to whomever it pleases on whatever terms are acceptable to Sublandlord. In the event that Sublandlord elects to so terminate this Sublease, then (a) if such termination is conditioned upon the execution of a sublease between Sublandlord and the proposed transferee, Subtenant's obligations under this Sublease shall not be terminated until such transferee executes a new sublease with Sublandlord, enters into possession and commences the payment of rent, and (b) if Sublandlord elects simply to terminate this Sublease (or, in the case of a partial sublease, a sublease for the portion proposed to be sublet), Tenant this Sublease shall give Landlord written notice at least 60 so terminate in its entirety (or as to the space to be so sublet) fifteen (15) days after Sublandlord has notified Subtenant in advance thereof. Landlord shall then have a period of 30 days following receipt writing of such notice within election. Upon such termination, Subtenant shall be released from any further obligation under this Sublease if it is terminated in its entirety, or shall be released from any further obligation under this Sublease with respect to the space proposed to be sublet in the case of a proposed partial sublease. In the case of a partial termination of this Sublease, Base Monthly Rent shall be reduced to an amount which bears the same relationship to notify Tenant in writing the original amount thereof as the area of that Landlord elects eitherpart of the Subleased Premises which remains subject to the Sublease bears to the original area of the Subleased Premises. Sublandlord and Subtenant shall execute a cancellation and release with respect to the Sublease to effect such termination.
20.2 If Sublandlord consents to a Transfer proposed by Subtenant, the following shall apply:
(a) If Subtenant assigns its interest in this Sublease, then Subtenant shall pay to terminate Sublandlord fifty percent (50%) of all Subrent (hereinafter defined) received by Subtenant over and above (i) the assignee's agreement to assume the obligations of Subtenant under this Lease as Sublease, and (ii) all Permitted Transfer Costs (hereinafter defined) related to such assignment. In the space so affected by Tenant in its noticecase of an assignment, in which event Tenant, subject the amount of Subrent owed to the provisions of this Lease which expressly survive the termination hereof, Sublandlord shall be relieved of all further obligations hereunder as paid to Sublandlord on the same basis, whether periodic or in lump sum, that such space;Subrent is paid to Subtenant by the assignee.
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey If Subtenant sublets all or any part of the Building Subleased Premises then with respect to the space so sub-subleased, Subtenant shall pay to Sublandlord fifty percent (50%) of the positive difference, if any, between (i) all Subrent paid by the sub-subtenant to Subtenant less (ii) the sum of all Base Monthly Rent and any Operating Costs fairly allocable to the space sublet and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord Permitted Transfer Costs related to such sub-sublease. Such amount shall be released from any further obligations hereunderpaid to Sublandlord on the same basis, and Tenant agrees whether periodic or in lump sum, that such Subrent is paid to look solely to Landlord’s successor in interest for performance of such obligationsSubtenant by its sub-subtenant.
Appears in 1 contract
Assignment and Subletting. Section 18.01 If Tenant should desire to assign this Lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) Tenant shall not assign, sublet, mortgage, pledge or encumber this Lease, the Premises, or any interest in the whole or in any portion thereof, directly or indirectly, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. In the event of any assignment, sublease, mortgage, pledge or encumbrance, Tenant shall: (i) remain primarily liable for the performance of all terms of this Lease, (ii) pay all reasonable costs incurred by Landlord in connection with such assignment, sublease or mortgage, including without limitation, Landlord’s attorneys’ fees (which costs and fees shall not exceed Two Thousand Dollars [$2,000.00] in the aggregate) and (iii) pay to terminate this Lease as to the space so affected Landlord fifty percent (50%) of any rental or any fees or charges received by Tenant in its notice, in which event Tenant, subject excess of the Annual Rental payable to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations Landlord hereunder as to such space;
(b) to permit Tenant to assign or sublet such spacefurther rental under this Lease, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant after deducting all of Tenant’s obligations under this Leaseactual and reasonable costs incurred in connection with such assignment or sublease, including brokerage commissions, legal fees, tenant improvement costs and free rent costs. Landlord’s consent to one assignment or sublease will not waive the requirement of its consent to any subsequent assignment or sublease as required herein. Any attempted assignment or sublease by Tenant in violation of the terms and conditions of this Section 23 shall be null and void. Upon receipt by Landlord of an Assignment/Sublease Notice (hereinafter defined), which notice contains the material terms and conditions of such proposed sublease or assignment, Landlord shall have the option, within fifteen (15) days after its receipt of such notice, to terminate this Lease with respect to the portion of the Premises which Tenant proposes to sublet or assign (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; provided, however, that such right to terminate the Lease shall not be applicable with respect to any assignment or sublease to a Qualified Tenant Affiliate.
(b) In the event of a proposed assignment of this Lease or subletting of all or a part of the Premises, Tenant shall submit to Landlord, in writing (the “Assignment/Sublease Notice”): (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 restrictions on use contained in this Lease, the violation of which by the proposed assignee or sublessee shall 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)), (iv) the proposed commencement date of the assignment or subletting, together with a copy of the proposed assignment or sublease, and (v) the terms of the proposed sublease or assignment. Within thirty (430) 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 fully executed assignment or sublease to Landlord upon its receipt of same.
(c) Notwithstanding anything in this Lease to the contrary, Tenant further agrees that any assignment or sublease shall be subject to the following additional limitations: (i) in no event may Tenant assign this Lease or sublet all or any portion of the Premises to (A) an existing Tenant of the Building or its subtenant or (B) a person or entity with whom Landlord or its agent is negotiating and to or from whom Landlord, or its agent, has given or received any written or oral proposal within the past three (3) months regarding a lease of space in the Building, unless Landlord does not then have comparable space in the Building available for lease; and (ii) Tenant shall not publicly advertise the rate for which Tenant is willing to sublet the Premises.
(d) All proposed subleases and assignments shall be on a form reasonably acceptable to Landlord, and shall contain, inter alia, the following provisions: (i) any such assignment or sublease shall include an assumption by the assignee or subtenant, from and after the effective date of such assignment or sublease, of the performance and observance of the covenants and conditions to be performed and observed on the part of Tenant as contained in this Lease, and (ii) any such sublease shall specify that the term of such sublease shall not extend beyond one (1) day prior to the expiration of this Lease. The consent by Landlord to any assignment, transfer or subletting to any person or entity shall not be construed as a waiver or release of Tenant from any provision of this Lease, unless expressly agreed to in writing by Landlord (it being understood that Tenant shall remain primarily liable as a principal and not as a guarantor or surety), nor shall the collection or acceptance of rent from any such assignee, transferee, subtenant or occupant constitute a waiver or release of Tenant from any such provision. No consent by Landlord to any such assignment, transfer or subletting in any one instance shall constitute a waiver of the necessity for such consent in a subsequent instance.
(e) For purposes of this Section 23, a transfer, conveyance, grant or pledge, directly or indirectly, in one or more transactions, of an interest in Tenant (whether stock, partnership interest or other form of ownership or control, or the issuance of new interests) by which an aggregate of fifty percent (50%) or more of the beneficial interest in Tenant shall be vested in a party or parties who are not holders of such interest(s) as of the date hereof) shall be deemed an assignment of this Lease; provided, however, that this limitation shall not apply to any corporation, all of the outstanding voting stock of which is listed on a national securities exchange as defined in the Securities Exchange Act of 1934. The merger or consolidation of Tenant into or with any other entity, the sale of all or substantially all of Tenant’s assets, or the dissolution of Tenant shall each be deemed to be an assignment within the meaning of this Section 23.
(f) Notwithstanding any consent by Landlord to an assignment or subletting, Tenant shall remain primarily liable for the performance of all covenants and obligations contained in this Lease. Each approved assignee or subtenant shall also automatically become liable for the obligations of Tenant hereunder. Landlord shall be permitted to enforce the provisions of this Lease directly against Tenant and/or against any assignee or sublessee without proceeding in any way against any other person. In the event that Tenant defaults hereunder, Tenant hereby assigns to Landlord the rent due from any subtenant and hereby authorizes each such subtenant to pay said rent directly to Landlord. Nothing in this Section 18.01 23, however, shall result in any obligation of Landlord to any subtenant of Tenant. Collection or acceptance of Base Rent or Additional Rent from any such assignee, subtenant or occupant shall not constitute a waiver or release of Tenant from the terms of any covenant or obligation contained in this Lease, nor shall such collection or acceptance in any way be construed to relieve Tenant from obtaining the prior written consent of Landlord to such assignment or subletting or any subsequent assignment or subletting.
(g) Notwithstanding anything to the contrary contained in this Section 23, Tenant shall have the right, without Landlord’s consent, but with at least twenty (20) days’ prior written notice (the “Affiliate Transfer Notice”) to Landlord (or, if Tenant is not permitted to provide prior notice pursuant to applicable law or pursuant to the terms of a confidentiality agreement to which Tenant is bound, then, as soon as Tenant is able to deliver the Affiliate Transfer Notice, but in no event later than five (5) business days after the effective date of the applicable assignment or sublease), to assign this Lease or sublease all or a portion of the Premises to a Qualified Tenant Affiliate, provided, that (x) the business operations of the proposed assignee (which shall be void. In no event shall Tenant solicit assignees or sub lessees disclosed in other Buildings owned by the Affiliate Transfer Notice) do not conflict with any exclusivity that may be imposed upon Landlord, and (y) no active default exists hereunder. A “Qualified Tenant Affiliate” shall mean a corporation or other business entity which (i) shall control, be controlled by or be under common control with Tenant or which results from a merger with Tenant or which acquires all or substantially all of the business and assets of Tenant, (ii) is of a type and quality consistent with the first-class nature of the Building, (iii) in the event of an assignment, has the financial capacity and creditworthiness to undertake and perform the obligations of this Lease, (iv) is not a party by whom any suit or action could be defended on the ground of sovereign immunity; and (v) in the case of a merger or acquisition, has a net worth and general creditworthiness immediately after such merger or acquisition at less least equal to the net worth and general creditworthiness of Tenant as of the date immediately preceding the effective date of such merger or acquisition. For purposes of the immediately preceding sentence, “control” shall be deemed to be ownership of more than a fair market ratefifty percent (50%) of the legal and equitable interest of the controlled corporation or other business entity. In the event of an any assignment of this Leaseto a Qualified Tenant Affiliate, Tenant shall remain fully liable to perform the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part obligations of the Building and any and all of its rights Tenant under this Lease, provided Landlord’s successor in interest assumes Landlord’s such obligations hereunderto be joint and several with the obligations of the Qualified Tenant Affiliate, and in the event Landlord assigns its rights as tenant, under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Sources: Office Lease Agreement (Dova Pharmaceuticals, Inc.)
Assignment and Subletting. Section 18.01 If 19.1 After the completion of the Initial Project, and provided there is no i) monetary Tenant should desire Default and ii) non-monetary Tenant Default which will not be cured contemporaneously by the proposed assignment, the Lease may be assigned by Tenant without Landlord’s consent, but subject to compliance with this Article 19. Any assignee must assume all obligations of Tenant under the Lease. The assigning Tenant shall continue to be liable for all unperformed obligations under the Lease during its period of ownership of the Lease, but is not responsible for any obligations after the assignment. Tenant must provide Landlord at least thirty (30) days advance notice of its intent to assign this the Lease or sublet with the Premises following information: (or any part thereof)i) name, Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval contact information and background of the proposed assignee or subtenant by Landlordassignee, (ii) proposed assignment form, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(ciii) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed any other documentation assignee or sub-lessee shall have agreed in writing with requests Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rateexecute. In the event of an the assignment of this Lease, the assignee, for purposes Tenant shall be fully and finally relieved of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and liability under any and all of its rights covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after the consummation of such assignment; and the assignee shall be deemed, without any further agreement between the parties or their successors-in-interest or between the parties and any such assignee to have assumed all duties, liabilities and obligations of Tenant under this Lease, provided LandlordLease accruing after any such assignment. Neither (i) Tenant's making of a Leasehold Mortgage (and a subsequent assignment of Tenant's rights hereunder pursuant to a foreclosure or a deed in lieu thereof) nor (ii) a member or partner exercising a buy-sell right under Tenant's or its members' organizational documents shall constitute an assignment or transfer of this Lease or Tenant's interest hereunder. Landlord may charge Tenant up to but not to exceed One Thousand Five Hundred and 00/100 Dollars ($1,500.00) for processing and legal fees and consultant’s successor fees reasonably incurred by Landlord in interest assumes Landlord’s obligations hereunder, responding to inquiries and in the event Landlord assigns its rights under this Lease, Landlord documentation requests relating to a proposed assignment or subletting. Such fee shall be released from due prior to Landlord reviewing any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance proposed assignment or sublease. The fees are payable regardless of whether such obligationsassignment or sublease is ultimately fully executed. Landlord may require an advance deposit with Landlord of the estimated fees.
Appears in 1 contract
Sources: Ground Lease (Bluerock Residential Growth REIT, Inc.)
Assignment and Subletting. Section 18.01 If (a) Without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed, Tenant should desire to shall not assign this Lease or sublet 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. For purposes of this Paragraph 17, 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 Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant, under common control with Tenant or to an entity whose principals hold an interest (a “Tenant Affiliate”), without the prior written consent of Landlord; provided, however, Tenant shall give Landlord provide at least ten (10) days written notice at least 60 days in advance thereof. Landlord shall then prior to assigning this Lease to, or entering into any sublease with, any Tenant Affiliate and the Tenant Affiliate must have a period net worth (calculated in accordance with generally accepted accounting principles, consistently applied) greater than or equal to that of 30 days following receipt Tenant as of such notice within which the date of this Lease. Any Tenant Affiliate to notify Tenant in writing that Landlord elects either:
(a) to terminate whom this Lease as to is assigned in accordance with, and subject to, the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions terms of this Lease which expressly survive is referred to herein as a “Tenant Affiliate Assignee”. Tenant may only sublease the termination hereof, shall be relieved of all further obligations hereunder Premises pursuant to its status as to such space;lessee under this Lease.
(b) Notwithstanding the above, Tenant shall be permitted to permit sublease the Premises subject to the following terms: (i) No sublease shall have a term beyond December 30, 2026 (i.e., the interests of all sublessees shall expire on or before December 30, 2026). (ii) Seller or Tenant shall procure from each sublessee: a. A standard form subordination agreement whereby each sublessee warrants and agrees that: (1) its interest is subordinate to the this Lease; and (2) in the event that this Lease terminates prior to the sublease then Buyer shall have the right, in Buyer’s sole discretion, to either terminate the sublease or attorn to the terms of the sublease (hereafter, a “Subordination Agreement”); b. Seller or Tenant shall procure from each sublessee a standard form estoppel certificate (such as the AIR CRE Standard Estoppel Certificate – by lessee form, or other comparable standard form) whereby each sublessee acknowledges that its tenancy terminates on or before December 30, 2026 (hereafter, an “Estoppel Certificate”); and c. All Subordination Agreements and Estoppel Certificates shall delivered to Landlord before the Commencement Date.
(c) 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 ▇▇▇▇▇▇▇▇’s receipt of ▇▇▇▇▇▇’s written notice of a desire to assign or sublet such spacethe Premises, subjector any part thereof (other than to a Tenant Affiliate), howeverLandlord may, by giving written notice to Tenant within thirty (30) days after receipt of Tenant’s notice, terminate this Lease with respect to the subsequent written approval space described in Tenant’s notice, as of the date specified in ▇▇▇▇▇▇’s notice for the commencement of the proposed assignment or sublease. Tenant acknowledges and agrees that Landlord may withhold its consent to any proposed assignment or subletting for any reasonable basis including, but not limited to: (i) Tenant is in default of this Lease; (ii) the assignee or subtenant by Landlord, and provided that if is unwilling to assume in writing all of Tenant’s obligations hereunder; (iii) the Rental rate agreed upon between Tenant and its proposed assignee or subtenant has a financial condition which is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant reasonably unsatisfactory to Landlord in or ▇▇▇▇▇▇▇▇’s mortgagee; or (iv) the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may Premises will be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession used for monetary damages and possession as different purposes than those set forth in Paragraph 3(a) or for a use requiring or generating Hazardous Materials. Tenant hereby waives and releases its rights under Section 24.02. No assignment 1995.310 of the California Civil Code or subletting by under any similar law, statute or ordinance now or hereafter in effect.
(d) Notwithstanding any Transfer, Tenant shall relieve Tenant and any guarantor or surety of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation Lease shall at all times remain fully responsible and liable for the payment of the terms rent and provisions for compliance with all of Tenant’s other obligations under this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rateLease (regardless of whether ▇▇▇▇▇▇▇▇’s approval has been obtained for any such Transfer). In the event of an assignment of this Lease, that the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney rent due and confession of judgment, set forth in Section 24.02 as if the payable by a sublessee or assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all (or any part a combination of the Building and rental payable under such sublease or assignment plus any and all of its rights bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, provided Landlord’s successor then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within ten (10) days following receipt thereof by Tenant. If such Transfer is for less than all of the Premises, such excess rental and other excess consideration shall be calculated on a rentable square foot basis.
(e) If the Premises is subleased (whether in interest assumes Landlord’s obligations hereunder, and whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant’s leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord assigns 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 rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder. Any approved assignment or sublease shall be expressly subject to the terms and conditions of this Lease. ▇▇▇▇▇▇▇▇’s consent to any Transfer shall not waive Landlord’s rights under as to any subsequent Transfers. Notwithstanding anything to the contrary contained in this Lease, if Tenant or any proposed transferee claims that Landlord has unreasonably withheld or delayed its consent under this Paragraph 17 or otherwise has breached or acted unreasonably under this Paragraph 17, their sole remedies shall be released from a declaratory judgment and an injunction for the relief sought without any further obligations hereundermonetary damages, and Tenant agrees hereby waives all other remedies, including, without limitation, any right at law or equity to look solely terminate this Lease, on its own behalf and, to Landlord’s successor in interest for performance the extent permitted under all applicable laws, on behalf of such obligationsthe proposed transferee.
Appears in 1 contract
Assignment and Subletting. Section 18.01 If A. Provided that this Lease shall be in good standing and that Tenant should shall not be in default of any of its obligations hereunder, Tenant may, without Landlord's consent, hereafter assign this Lease or sublet the Premises to any subsidiary or parent corporation of the Tenant or to any corporation into or with which the Tenant or its parent or subsidiary corporation shall be duly merged, converted or consolidated under any statutory proceeding, provided that the total assets and net worth of such assignee, after such consolidation or merger, shall be equal to or more than that of Tenant immediately prior to such consolidation or merger, and provided further that such successor shall execute an instrument in writing reasonably satisfactory to Landlord's counsel fully assuming all of the obligations and liabilities imposed upon Tenant hereunder and shall deliver the same to Landlord. No such assignment or subletting shall operate to relieve Tenant from any liability hereunder.
B. Unless Landlord shall have given its prior written consent thereto, which consent Landlord agrees it shall not unreasonably withhold or delay, subject to the consent of its mortgagee(s), and except as provided in Article 12(A), Tenant may not assign, mortgage, pledge, encumber or otherwise transfer this Lease or sublet the Premises. In the event that this Lease shall 13 15 be assigned or the Premises sublet, then and in that event and in addition to any other remedies for breach available to Landlord, all of the net proceeds, avails and profits of any such assignment or subletting shall be paid to and shall constitute the sole and exclusive property of the Landlord herein.
C. Should Tenant at any time during the term hereof desire to assign this Lease or sublet the Premises (or any part thereof)to a party other than a party under Section A. of this Article 12, Tenant shall give furnish Landlord with thirty (30) days or more advance written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt (prior to the date of such notice within which to notify Tenant in writing that Landlord elects either:
(aproposed assignment) to terminate this Lease as to specifying therein the space so affected by Tenant in its noticedate of such proposed assignment or subletting, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval name and address of the proposed assignee or subtenant subtenant, and if a corporation or partnership, its principals and the nature of the business proposed to be conducted in the Premises by said assignee or subtenant. If Tenant assigns this Lease or sublets the Premises without previously obtaining Landlord's consent as aforesaid, Landlord, by giving notice to the Tenant within thirty (30) days after receipt of notice thereof, shall have the option to cancel and provided that if terminate this Lease effective as of the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% date of such excess Rental assignment or subletting or as of the last day of the thirty (30) day notice period mentioned in this sentence, whichever date shall be considered additional Rental owed later. Landlord's failure to exercise its option as contemplated by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, this section C. shall not be deemed to constitute Landlord's consent to Tenant's proposed assignment of this Lease of the Premises or any part thereof. Landlord shall not in any event whatsoever be unreasonable deemed to be obligated to consent to any proposed assignment of this Lease or subletting of the Premises.
D. Without limiting any of the provisions hereof, if pursuant to the Federal Bankruptcy Code (or any similar law hereafter enacted having the same general purpose), Tenant is permitted to assign this Lease or sublet the Premises notwithstanding the restrictions contained in withholding its consent and may arbitrarily withhold its consent until and unless the proposed this Lease, adequate assurance of future performance by an assignee or sub-lessee subtenant expressly permitted under such Code shall have agreed be deemed to mean the deposit of cash security in writing with Landlord an amount equal to assume and perform each the sum of one year's fixed rent plus an amount equal to the covenants, obligations, and agreements of additional rent for the Tenant lease year preceding the year in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No which such assignment or subletting is intended to become effective, which deposit shall be held by Tenant shall relieve Tenant Landlord for the balance of the term, without interest, as security for the full performance of all of Tenant’s 's obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Assignment and Subletting. Section 18.01 If Tenant should desire shall not assign, transfer, or ------------------------- 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 shall require Tenant to pay to Landlord, as Additional Rent, all rents and/or additional consideration due Tenant from its assignees, transferees, or subtenants (less any third party leasing commission) in excess of the Rent payable by Tenant to Landlord hereunder for the assigned, transferred and/or subleased space. Tenant shall, by thirty (30) days written notice, advise Landlord of its intent to assign this or transfer Tenant's interest in the Lease or sublet the Premises (or any portion thereof for any part thereof), Tenant shall give Landlord written notice at least 60 of the term hereof. Within thirty (30) days in advance thereof. Landlord shall then have a period of 30 days following after receipt of such notice within which to notify Tenant said written notice, Landlord may, in writing that Landlord elects either:
(a) its sole discretion, elect to terminate this Lease as to the space so affected portion of the Premises described in Tenant's notice on the date specified in Tenant's notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said thirty (30) day period, Tenant shall proceed to locate an acceptable sublessee, assignee, or other transferee for presentment to Landlord for Landlord's approval, all in its noticeaccordance with the terms, in which event Tenantcovenants, subject to the provisions and conditions of this Paragraph 16. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subjectterminated on the date specified in Tenant's notice. If, however, this Lease shall terminate pursuant to the subsequent written approval foregoing with respect to less than all the Premises, the rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of the proposed assignee or subtenant square feet retained by LandlordTenant, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages as so amended shall continue in full force and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rateeffect. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed Tenant is allowed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all transfer or sublet the whole or any part of the Building and any and all Premises, with the prior written consent of its rights under Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, provided 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’s successor in interest assumes Landlord’s . 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 hereunderhereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and in shall constitute a breach of this Lease by Tenant and shall, at the event option of Landlord assigns its rights exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this LeaseLease 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 shall be released from any further obligations hereunderrequire Tenant to pay all expenses in connection with the assignment, and Landlord shall require Tenant's assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant agrees to look solely remain liable to Landlord’s successor Landlord under the Lease. Notwithstanding the above, in interest for performance of such obligationsno event will Landlord consent to a sub-sublease.
Appears in 1 contract
Assignment and Subletting. Section 18.01 No assignment of this Lease or sublease of all or any part of the Premises shall be permitted, except as provided in this Article 16.
a. Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, assign or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof, or permit the use of 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, terminate this Lease. This Lease shall not, nor shall any interest of Tenant herein, be assignable by operation of law without the written consent of Landlord.
b. If at any time or from time to time during the Term Tenant should desire desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord 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, within twenty (20) days after Tenant's notice is given, either approve or, in Landlord's reasonable judgement, disapprove the proposed assignment or sublease. If Landlord approves the proposed assignment or sublease, Tenant may assign the Lease or sublet such space to such proposed assignee or subtenant on the following further conditions:
(1) The assignment or sublease shall be on the same terms set forth in the notice given to Landlord;
(2) No assignment or sublease shall be valid and no assignee or sublessee shall take possession of the Premises until an executed counterpart of such assignment or sublease has been delivered to Landlord; and
(3) No assignee or sublessee shall have a further right to assign or sublet except on the terms herein contained;
c. Notwithstanding the provisions of paragraphs a and b above, Tenant may assign this Lease or sublet the Premises (or any part portion thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the without Landlord's consent and without extending any recapture or termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant option to Landlord, to any corporation which controls, s controlled by or is under common control with Tenant, or to any corporation resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all the assets of Tenant's business as a going concern, provided that (i) the assignee or sublessee assumes, in full, the obligations of Tenant under this Lease, (ii) Tenant remains fully liable under this Lease, and (iii) the use of the Premises under Article 8 remains unchanged.
d. 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 paid performed by Tenant to hereunder. The acceptance of Rent by Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, any other person shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with a waiver by Landlord of any provision hereof. Consent to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No one assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted not be deemed consent to any subsequent assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market ratesubletting. In the event of default by an assignment assignee or subtenant of this LeaseTenant 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 assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 subtenant or successor. Landlord may sellconsent to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of Tenant, transferwithout notifying Tenant, assignor any successor of Tenant, and convey all without obtaining its or any part of the Building their consent thereto and any and all such actions shall not relieve Tenant of its rights liability under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Sources: Lease Agreement (Air Methods Corp)
Assignment and Subletting. Section 18.01 Tenant may not assign, mortgage or otherwise encumber this Lease (in whole or in part or parts) without obtaining Landlord’s prior written consent which Landlord may withhold in its sole and absolute discretion, Landlord agrees that it will consent to an assignment of this Lease to Alarion Bank, a State Chartered Bank, on or before December 31, 2004, if the following criteria are satisfied, prior to such assignment Tenant delivers to Landlord an assignment and assumption signed by Alarion Bank, in a form reasonably acceptable to Landlord prior to such assignment. Landlord further agrees that it will not unreasonably withhold its consent to an assignment to a proposed assignee whose organization’s financial strength and operating experience is equal to or greater than Tenant’s. Consent by Landlord to one or more assignments or subletting shall not operate to exhaust Landlord’s rights under this Article. Notwithstanding any such assignment, Tenant shall remain fully liable and shall not be released form performance of any of the terms of this Lease. If Tenant should desire is other than an individual the transfer of any beneficial interest in such Tenant so that ▇▇▇ ▇. ▇▇▇▇▇ is not the controlling owner of Tenant shall be treated as an assignment of this Lease for all purposes. Tenant agrees to assign reimburse Landlord for Landlord’s reasonable attorneys fees such amount not to exceed $1,000.00 for any single request and costs and such other reasonable charges which Landlord incurs or causes to be incurred in connection with the processing, documentation and determination of any requested subletting or assignment of this Lease or sublet Tenant’s interest in and to the Premises (or any part thereof)Demised Premises, and payment shall due from Tenant shall give to Landlord written notice at least 60 days in advance thereofupon demand. Landlord shall then have a period consents to subleases of 30 days less than all of the space, provided the following receipt of such notice within which to notify Tenant in writing that Landlord elects eitherconditions are satisfied:
(ai) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions No provision of this Lease shall be deemed modified, waived or impaired by the sublease and Tenant shall not be released from any obligations hereunder.
(ii) The Term of the sublease, with any options granted therein shall be less than the Term of this lease. Landlord will not unreasonably withhold its consent to any sublease which expressly survive will extend beyond the term of this Lease. It shall be reasonable for Landlord to withhold its consent to any sublease which in its base term or options extends beyond the term of this Lease by more than two (2) years, which is not a market rent for the period after the termination hereofof this Lease, shall be relieved is to a of all further obligations hereunder as the same or superior level of financial soundness of ownership and management subtenant who is able to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, demonstrate to the subsequent written approval reasonable satisfaction of Landlord that the proposed assignee or subtenant portion of their Demised Premises will be operated in a manner compatible with the high standards contemplated by Landlordthis Lease, and provided further that if the Rental rate agreed each and every covenant, condition or obligation imposed upon between Tenant by his Lease, and its proposed subtenant each and every right, remedy or benefit offered Landlord by this Lease, is greater than the Rental rate that Tenant must pay Landlord hereundernot or will not be impaired or diminished.
(iii) Subtenant shall acknowledge it is bound by all restrictions, then 100% of such excess Rental limitations and covenants contrived in this Lease.
(iv) The Sublease shall be considered additional Rental owed subject and subordinate at all times to the Lease, and to all of the covenants, agreements, terms, provisions, and conditions of the Lease and Subtenant shall not do or permit anything to be done in connections with Subtenant’s occupancy of the sublet space which would violate any of said covenants, agreements, terms, provisions, and conditions.
(v) Upon the expiration or earlier termination of the Lease, or in case of the surrender of the Lease by Tenant to Landlord, the Sublease and the term and estate thereby granted shall, at Landlord’s election, expire and come to an end as of the effective date of such expiration, termination or surrender, and Subtenant shall vacate the sublet space on or before such date. In case of the failure of Subtenant so to vacate, Landlord shall be paid by Tenant entitled to all the rights and remedies which are available to a landlord against a tenant holding over after the expiration of a term, in addition to the rights and remedies which are available to Landlord pursuant to the Lease in the same manner event that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as holds over after the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each expiration of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment the expiration, early termination or surrender of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, Lease as set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunderabove, and in the event that Landlord assigns does not so elect to have the term and estate granted by the Sublease expire, Landlord shall take over all of the right, title, and interest of Tenant, as sublessor, under the Sublease, and Subtenant shall attorn to Landlord pursuant to the then executory provisions of the Sublease, except that Landlord shall not be (i) liable for any previous act or omission of Tenant under the Sublease, (ii) subject to any credit, offset, claim, counterclaim, demand, or defense which Subtenant may have against Tenant, (iii) bound by any previous modification of the Sublease or by any previous prepayment of more than one month’s rent, (iv) bound by any covenant of Tenant to undertake or complete any construction of the sublet space or any portion thereof, (v) require to account for any Security deposit of the Subtenant other than any security deposit of Subtenant actually delivered to Landlord by Tenant, (vi) bound by any obligation to make any payment to Subtenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the Sublease to be performed after the date of such attornment, (vii) responsible for any monies owing by Tenant to the credit of Subtenant or (viii) required to remove any person occupying the Sublet Space or any part thereof.
(vi) Tenant and Subtenant agree that if Subtenant shall become a direct tenant of Landlord for the Sublet Space or any part thereof upon the termination of the Lease prior to the expiration thereof, Landlord shall not be responsible for the payment of any commissions or fees in connection with such direct lease, and Tenant and Subtenant jointly and severally agree to indemnify and hold Landlord harmless from and against any claims, liability, losses or expenses, including reasonable attorney’s fees, incurred by Landlord in connections with any claims for a commission by any broker or agent in connections with any such direct lease.
(vii) Tenant and Subtenant agree that (i) Landlord is not a party to the Sublease and is not bound by the provisions thereof, (ii) Landlord has not, and will not, review or pass upon any of the provisions of the Sublease. Nothing herein contained shall be construed as a consent to, or approval or satisfaction by Landlord of any of the provisions of the Sublease, but is merely a consent to the act of subletting by Tenant to Subtenant.
(viii) Subtenant is financially responsible, of good reputation, and engaged in a business which is in keeping with the standards of the Building and its rights occupancy. As security for the obligations of Tenant under this Lease, Tenant does hereby assign, transfer and set over unto Landlord all of the rights, title and interest of Tenant in and to any sublease by Tenant. Neither an assignment by Tenant nor an agreement by Landlord to accept any subtenant as a tenant of Landlord in the event of a termination of this Lease nor in any manner as a waiver by Landlord of the provisions and limitations or to constitute an agreement by Landlord to perform any of the obligations of Tenant under any sublease of the Premises. Tenant shall indemnify, defend, save and hold Landlord harmless of and from any and all loss, cost, expense or liability pursuant to any sublease. Until the occurrence of default by Tenant under this Lease, Tenant may continue to collect the rent and other sums payable under the sublease(s) assigned hereby; but from and after the occurrence of an event of default all such rent and other sums shall be released from any further obligations hereunder, paid to Landlord and applied by Landlord on account of rent and other sums due by Tenant agrees to look solely Landlord pursuant to this and shall be (and may be) relied upon by the subtenant in making payments to Landlord’s successor in interest . No subtenant shall be liable to Tenant for performance any payment made by the subtenant to Landlord pursuant to the paragraph. No sublease shall be valid or effective unless it shall expressly restate therein the provisions of such obligationsthis paragraph.
Appears in 1 contract
Assignment and Subletting. Section 18.01 If Tenant should desire shall not assign, transfer, or 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 shall require that (i) the sublease be a triple net sublease and that the basic rent due under any such sublease be no less than the then current market rent with annual increases at the then prevailing market rent, (ii) that the sublease shall not provide for subtenant to have an option to extend the term of the sublease or an option to expand the sublet space, and (iii) Tenant agrees to pay to Landlord, as Additional Rent, seventy five percent of all rents and/or additional consideration due Tenant from its assignees, transferees, or subtenants in excess of the Rent payable by Tenant to Landlord hereunder for the assigned, transferred and/or subleased space (“Excess Rent”). Tenant shall, by thirty (30) days written notice, advise Landlord of its intent to assign this or transfer Tenant’s interest in the Lease or sublet the Premises (or any portion thereof for any part thereof), Tenant shall give Landlord written notice at least 60 of the term hereof. Within fifteen (15) days in advance thereof. Landlord shall then have a period of 30 days following after receipt of such notice within which to notify Tenant said written notice, Landlord may, in writing that Landlord elects either:
(a) its sole discretion, elect to terminate this Lease as to the space so affected portion of the Premises described in Tenant’s notice on the date specified in Tenant’s notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said fifteen (15) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or other transferee for presentment to Landlord for Landlord’s approval, all in its noticeaccordance with the terms, in which event Tenantcovenants, subject to the provisions and conditions of this paragraph 16. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subjectterminated on the date specified in Tenant’s notice. If, however, this Lease shall terminate pursuant to the subsequent written approval foregoing with respect to less than all the Premises, the rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of the proposed assignee or subtenant square feet retained by LandlordTenant, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages as so amended shall continue in full force and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rateeffect. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed Tenant is allowed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all transfer or sublet the whole or any part of the Building and any and all Premises, with the prior written consent of its rights under Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, provided 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’s successor in interest assumes 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 hereunderhereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and in shall constitute a breach of this Lease by Tenant and shall, at the event option of Landlord assigns its rights exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this LeaseLease 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 shall be released from any further obligations hereunderrequire Tenant to pay all expenses in connection with the assignment, and Landlord shall require Tenant’s assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant agrees to look solely remain liable to Landlord’s successor Landlord under the Lease. Notwithstanding the above, in interest for performance of such obligationsno event will Landlord consent to a sub-sublease.
Appears in 1 contract
Sources: Lease Agreement (Activcard Corp)
Assignment and Subletting. Section 18.01 If A. Tenant should desire shall not have the right, voluntarily or involuntarily, to assign this Lease assign, convey, transfer, mortgage or sublet the Premises (whole or any part thereof)of the Premises under this Lease without the prior written consent of Landlord WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD. In the event Tenant applies to Landlord for consent to assign, convey, transfer or sublet the Premises, Landlord may condition such consent upon the right to receive one-half of the profit, if any, which Tenant may realize on account of such assignment, conveyance, transfer or sublease of the Premises. For purposes of this paragraph, "profit" shall give mean any sum which the assignee, sublessee or transferee is required to pay, or which is credited to Tenant as rent in excess of the rents required to be paid by Tenant to Landlord written under this Lease. IN THE EVENT TENANT MAKES A WRITTEN REQUEST TO SUBLEASE MORE THAN FORTY-NINE PERCENT (49%) OF THE PREMISES, Landlord also reserves the right to recapture the Premises or applicable portion thereof in lieu of giving its consent by notice at least 60 given to Tenant within Twenty (20) days in advance thereof. Landlord shall then have a period of 30 days following after receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to Tenant's written request for assignment or subletting. Such recapture shall terminate this Lease as to the applicable space so affected by Tenant in its noticeeffective on the prospective date of assignment or subletting, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved the last day of all further obligations hereunder as to such space;
a calendar month and not earlier than sixty (b60) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant days after receipt of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate's request hereunder. In the event that Landlord shall not elect to recapture and shall thereafter give its consent, in addition to any fees paid to outside parties assisting Tenant in subletting or assignment, Tenant shall REIMBURSE Landlord FOR THE Landlord's ACTUAL AND REASONABLE COSTS RELATED TO processing costs incurred in connection with such consent (SEE ADDENDUM TO PARAGRAPH 12A)
B. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of an assignment 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, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all Premises or any part of the Building 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 subtentant all rents becoming due to Tenant under such assignment, transfer or sublease and apply such rent against any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations sums due to Landlord from Tenant hereunder, and in the event Landlord assigns its rights under this Lease, Landlord no such collection shall be released construed to constitute a novation or a release of Tenant from any the further performance of Tenant's obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Sources: Lease Agreement (Applied Voice Technology Inc /Wa/)
Assignment and Subletting. Section 18.01 If In the event Tenant should desire to assign this the Lease or sublet the Premises (or any part thereof)Premises, Tenant shall give Landlord written notice of such desire at least 60 sixty (60) days in advance thereofof the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of 30 twenty- one (21) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
either (a1) to terminate this the Lease as to of the space date so affected specified by Tenant in its noticeTenant, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall Tenant will be relieved of all further obligations hereunder as to such space;
hereunder, or (bii) to permit Tenant to assign or sublet such space, subject, however, subject to the subsequent prior written approval of the proposed assignee or subtenant by Landlord, such consent not to be unreasonably withheld or delayed, so long as the use of the Premises by the proposed assignee would be a permitted use and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant assignee is greater than the Rental rate that Tenant must pay of sound financial condition as determined in Landlord's reasonable discretion. Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to may refuse to consent to Tenant’s any assignment or subleasing subletting if Landlord believes that the new Tenant would have a negative impact on the Premises or the Building's other tenants. If Landlord should fail to notify Tenant in writing of such spaceelection within said twenty-one (21) day period, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, Landlord shall not be have deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless have waived option (i) above, but written approval by Landlord of the proposed assignee shall still be required. Failure by Landlord to approve a proposed assignee shall not cause a termination of the Lease. Any rents or sub-lessee other consideration realized by Tenant under any such sublease and assignment in excess of the Rents hereunder, after amortization of the reasonable costs of extra tenant improvements for which Tenant has paid and reasonable subletting and assignment costs, shall, at Landlord's option, (i) be paid ninety percent (90%) to Landlord and ten percent (10%) to Tenant, in which event Tenant shall be relieved from any future performance or obligation under the Lease, or (ii) be paid to Tenant. Notwithstanding the above, Tenant shall have agreed in writing with Landlord the right to assume and perform each sublease or assign all or any portion of the covenantsPremises during the Term to any related entity, obligationssubsidiary, and agreements or affiliate of the Tenant in this Lease includingTenant, having at least fifty-one (51%) percent direct common ownership, without limitationhaving to receive Landlord's consent, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02but still requiring written notice to Landlord on or before such sublease or assignment. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations any obligation under this the Lease. Any attempted assignment or sublease by Tenant in violation of subletting which conflicts with the terms and provisions of this Section 18.01 hereof shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Assignment and Subletting. Section 18.01 If (a) Provided no Event of Default then exists, Tenant should desire to assign this Lease may sublet all or sublet any part of the Premises (or any part thereof)provided, Tenant that each such sublease shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, expressly be made subject to the provisions of this Lease, including Paragraph 3, and no sublease term shall extend beyond the end of the Term) and may assign all its rights and interests under this Lease which without Landlord's prior consent, except as may be required below in this Paragraph 16. If Tenant assigns all its rights and interests under this Lease, the assignee under such assignment shall expressly survive assume all the termination hereofobligations of Tenant hereunder in an instrument, shall be relieved of all further obligations hereunder approved by Landlord as to form and substance (which approval will not be unreasonably withheld or delayed) and delivered to Landlord at the time of such space;
(b) to permit assignment. No assignment or sublease made as permitted by this Paragraph 16 shall affect or reduce any of the obligations of Tenant to assign hereunder and the Tenant shall remain unconditionally liable, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor or sublet such space, subject, howeversurety, to the subsequent written approval same extent as though no assignment or subletting had been made; provided that performance by any such assignee or sublessee of any of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between obligations of Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental under this Lease shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee performance by Tenant. No sublease or sub-lessee assignment made as permitted by this Paragraph 16 shall have agreed in writing with impose any obligations on Landlord to assume and perform each or otherwise affect any of the covenants, obligations, and agreements rights of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations Landlord under this Lease. Neither this Lease nor the Term hereby demised shall be mortgaged, pledged or hypothecated by Tenant, nor shall Tenant mortgage or pledge the interest of Tenant in and to any sublease of the Premises or the rentals payable thereunder. Any attempted mortgage, pledge, sublease or assignment made in violation of this Paragraph 16 shall be void. Tenant shall, within ten (10) days after the execution and delivery of any such assignment or sublease by Tenant in violation of all or substantially all of the terms Premises, deliver a conformed copy thereof to Landlord. Within ten (10) days after the execution and provisions delivery of this Section 18.01 any sublease of a portion of the Premises, Tenant shall be voidgive notice to Landlord of the existence and term thereof, and of the name and address of the sublessee thereunder. In no event shall the term of a sublease of all or part of the Premises extend beyond the last day of the then scheduled end of the Term of this Lease.
(b) In addition to Tenant's rights under Subparagraph 16(a), Tenant solicit assignees shall have the right to assign its rights and interests under this Lease, without Landlord's prior consent, to (i) the surviving entity in a statutory merger or sub lessees consolidation of Tenant with another corporation or entity where the Tenant is not the surviving entity or (ii) to an entity to which Tenant sells substantially all of its assets provided (in other Buildings owned by Landlord, the case of (i) or at (ii)) that (1) the surviving entity or transferee has a net worth (as determined using generally accepted accounting principles) equal to or greater than that of Tenant immediately prior to such transaction and (2) Tenant gives Landlord no less than thirty (30) prior written notice of such merger or consolidation together with evidence reasonably satisfactory to Landlord of the satisfaction of such net worth requirement. Tenant may not otherwise assign its rights and interests under this Lease to a fair market rate. surviving entity in a statutory merger or consolidation or to an entity to which Tenant sells substantially all of its assets unless Landlord shall give its prior written consent which Landlord may withhold in its absolute discretion.
(c) In the event of an assignment a distribution, as a dividend to the shareholders of this LeaseTenant, the assigneeof stock of a Subsidiary of Tenant (commonly referred to as a "spin-off"), for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part net worth of the Building and any and all Tenant is or will be less than $175,000,000 (as determined using generally accepted accounting principals) after such distribution, Tenant shall, prior to or simultaneously with such distribution, cause the Subsidiary to validly assume or guaranty the obligations of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees hereunder pursuant to look solely documentation reasonably acceptable to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Sources: Lease (School Specialty Inc)
Assignment and Subletting. Section 18.01 If (a) Except for a "Permitted Transfer" (as defined below), Tenant should desire to shall not assign this Lease or sublet sublease the Premises or any part 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 (which consent shall not be unreasonably withheld, conditioned (except as set forth herein) or delayed) and any part thereof)attempt to effect a Transfer without such consent of Landlord shall be void and of no effect. In order for Tenant to make a Transfer, Tenant shall give Landlord written notice must request in writing Landlord's consent at least 60 thirty (30) days in advance thereofof the 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 the proposed assignee or sublessee, current financial information on the proposed assignee or sublessee and the terms of the proposed Transfer. Landlord shall then have a period of 30 shall, within fifteen (15) days following receipt of such notice within which to request, notify Tenant in writing that Landlord elects either:
(a1) to terminate this Lease as to the space proposed for sublease or assignment as of the date so affected specified by Tenant in its noticeand for the proposed term of the sublease or assignment, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall Tenant will be relieved of all further obligations hereunder as to such space;
space for such period of time, (b2) to permit Tenant to assign or sublet such space, subject, however, to space in accordance with the subsequent written approval of the proposed assignee or subtenant by Landlord, and terms provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
or (c3) to refuse to consent to Tenant’s assignment or subleasing 's requested Transfer and to continue this Lease in full force and effect as to the entire Premises. If Landlord shall fail to notify Tenant in writing of such spaceelection within said fifteen (15) day period, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, Landlord shall not be deemed to have elected option (3) above. If Landlord elects options (1) or (3) above, Landlord shall return the Review Fee to Tenant. 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 unreasonable required by applicable Laws. 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 withholding its consent stock or by operation of law. Notwithstanding the foregoing or anything else to the contrary in this Lease, if no Event of Default has occurred and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee is continuing, Tenant shall have agreed in writing with Landlord the right, subject to assume and perform each Section 18(b), to make a Transfer of the covenants, obligations, and agreements of the Tenant in this Lease without the prior written consent of Landlord (a "Permitted Transfer") to any Tenant related entity including, without limitation, the provision any parent, affiliate or subsidiary of Tenant. Any assignment or sublease must be in writing and Tenant shall have provided Landlord with copy of the entry executed copy of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by sublease within ten (10) 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 relieve be jointly and severally liable therefor along with Tenant of Tenant’s (i.e, Landlord's consent to any Transfer shall not release Tenant from performing its obligations under this Lease. Any attempted , 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 sublease or assignment or sublease other than a Permitted Transfer exceeds the Rent for the portion of the Premises so transferred after deduction for all reasonable and customary market costs incurred by Tenant in violation connection with such non-Permitted Transfer including, without limitation, leasing commissions, improvement costs, legal expenses and/or free rent or other then-market concessions (such excess after such deductions being hereafter the "Net Transfer Profit"), then Tenant shall pay to Landlord, as additional Rent, fifty percent (50%) of such Net Transfer Profit, immediately upon receipt thereof by Tenant from such transferee;
(3) No usage of the Premises different from the usage herein provided to be made by Tenant shall be permitted without Landlord's prior written consent, and all of the terms and provisions of this Section 18.01 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 void. In no event shall permitted to enforce the provisions of this Lease against the undersigned Tenant solicit assignees or sub lessees in other Buildings owned by Landlordany transferee, or at less than 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.
(c) The consent by Landlord to a fair market rateparticular Transfer shall not be deemed a consent to any other subsequent Transfer. In the event of an assignment of If this Lease, the assigneePremises or the Tenant's leasehold interest therein, for or if any portion of the foregoing is transferred, or if the Premises are occupied in whole or in part by anyone other than Tenant without the prior consent of Landlord as provided herein (other than in a Permitted Transfer), 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.
(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 (6) months with regard to leasing space in the Building unless Landlord was unable or unwilling to provide the amount of space required by such tenant or occupant.
(e) For purposes of this AgreementSection 18, and in addition to any other reasonable grounds for denial, Landlord's consent to a Transfer will be deemed to have adopted the warrants of attorney and confession of reasonably withheld if, in Landlord's good faith judgment, set forth any one or more of the following apply: (a) the proposed transferee does not have the financial strength to perform the Tenant's obligations under this Lease; (b) the business and operations of the proposed transferee are not of comparable quality to the business and operations being conducted by other tenants in Section 24.02 as the Building; (c) either the proposed transferee, or any affiliate of the proposed transferee, occupies or is negotiating with Landlord to lease space in the Building unless Landlord has previously notified such transferee that it is unwilling to lease space to such transferee on terms acceptable to such transferee or Landlord was unable to lease to such transferee the amount of space Tenant that has agreed to lease to such transferee; provided, however, that if Landlord cannot in fact provide the assignee has executed amount of space needed by such proposed transferee, the same.
Section 18.02 Landlord foregoing notice requirement shall not apply; (d) the proposed transferee does not have a good business reputation; (e) the proposed use of the Premises by the proposed transferee may sell, transfer, assign, and convey all or will cause the 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 proposed transferee would, in Landlord's reasonable judgment, impact the reputation or value of the Building or the Complex in a negative manner; (g) if the subject space is only a portion of the Premises and any the physical subdivision of such portion is, or would render the Premises, not regular in shape with appropriate means of ingress and all egress and facilities suitable for normal renting purposes, or 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 its rights Default exists under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in Lease at the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and time Tenant agrees requests consent to look solely to Landlord’s successor in interest for performance of such obligationsthe proposed Transfer.
Appears in 1 contract
Assignment and Subletting. Section 18.01 If Paragraph 11A of the Original Lease is hereby modified and amended by deleting the second sentence thereof in its entirety and substituting in lieu thereof the following: Tenant should shall, by written notice, advise Landlord of Tenant's desire from and after a stated date (which date shall not be less than thirty (30) days nor more than ninety (90) days after the date of Tenant's notice) to assign this Lease or sublet the Premises (or any portion thereof for any part thereof), Tenant shall give Landlord written notice at least 60 days of the term hereof and in advance thereof. such event Landlord shall then have a period of 30 the right, in Landlord's discretion which shall be exercised within ten (10) days following after receipt of such notice within request to (i) consent to such sublease, whereupon Tenant shall be entitled to enter into such sublease upon the terms and conditions that were submitted to Landlord, or (ii) refuse to consent to such sublease, in which to notify Tenant in writing that event Landlord elects either:
(a) shall have the right to terminate this Lease as to the space so affected by Tenant portion of the Premises described in its noticeTenant's notice and such notice shall, in which event Tenantif given, subject to the provisions of terminate this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as with respect to such space;
(b) to permit Tenant to assign or sublet such space, subjectportion of the Premises therein described as of the date stated in Tenant's notice; provided, however, Tenant shall have the right to the subsequent written approval rescind such request for sublease by notice given to Landlord within five (5) days after receipt of Landlord's termination notice, whereupon Landlord's termination notice shall automatically be deemed null and void. Paragraph 11A of the proposed assignee or subtenant Original Lease is hereby further modified and amended by Landlorddeleting the following sentence therefrom "If landlord, and provided that if upon receiving said notice by tenant, with respect to any of the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlordpremises, shall not be deemed exercise its right to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the sameterminate.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations."
Appears in 1 contract
Assignment and Subletting. Section 18.01 If Tenant should desire to shall not assign this Lease or any interest therein or sublet the Premises (or any part thereofportion thereof (each of the foregoing being hereinafter sometime referred to as a “Transfer”), without the prior written consent of Landlord, which consent shall not be unreasonably withheld and no permitted Transfer shall relieve Tenant of Tenant’s covenants and agreements hereunder. The consent of Landlord to any one Transfer pursuant hereto shall give not be deemed to be a waiver of the provisions of this Section (including the requirement for Landlord written notice at least 60 days in advance thereofconsent) with respect to any subsequent Transfer. Landlord Each such permitted Transfer shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, expressly be made subject to the provisions of this Lease which expressly survive the termination hereofLease, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the Any proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of (such excess Rental shall be considered additional Rental owed by Tenant party being hereinafter sometimes referred to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, “assignee”) shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant Lease and deliver to Landlord an assumption agreement in violation form satisfactory to Landlord not less than ten (10) days prior to the effective date of the terms proposed Transfer. No Transfer 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, and provisions all such obligations shall continue in full force and effect as obligations of this Section 18.01 a principal and not as obligations of a guarantor or surely to the same extent as though no Transfer had been made. Tenant shall be void. In no event shall Tenant solicit assignees and remain jointly and severally liable with the assignee on this Lease and will not be released from such liability by reason of any subsequent amendments or sub lessees in other Buildings owned by Landlordmodifications to this Lease which may be agreed to between Landlord and any assignee, or at less than a fair market rate. In the event of an assignment of a Transfer, the Landlord may collect rent from the assignee and apply the net amount collected to the rent required to be paid pursuant to this Lease, but no acceptance by Landlord of any payment by any party other than Tenant shall constitute a waiver of the assignee, for purposes requirements of this AgreementArticle 15, be deemed or an acceptance by Landlord of such party as an assignee pursuant to have adopted the warrants a ’Transfer with respect to which Landlord has granted its consent, or a release of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all Tenant from further performance of its rights covenants and obligations under this Lease. If Tenant shall effectuate a Transfer for rent or other consideration in excess of the rent payable hereunder, then, forthwith upon Tenant’s receipt of such excess rent or other consideration. Tenant shall pay fifty percent (50%) of any Transfer Profit (as hereinafter defined). The term “Transfer Profit” shall mean the excess, if any. of (a) the fixed rent, additional rent and all other charges and sums actually received by Tenant either initially or over the term of the sublease or assignment plus all other profits and increases actually received by Tenant as a result of such subletting or assignment, after deducting the reasonable costs of Tenant incurred in such subleasing or assignment (the definition of which shall be limited to rent concessions, architectural fees, attorneys’ fees, moving expenses, brokerage commissions and alteration allowances associated with the subleasing or assignment at issue, in each case actually paid) over (b) the Minimum Rent and Additional Rent and other charges provided in this Lease (provided, however, that for the purpose of calculating the Transfer Profits in the case of a sublease, appropriate prorations shall be made based on the percentage of the Premises subleased). At Landlord’s successor in interest assumes Landlord’s obligations hereunderoption, the assignee shall be required to make all payments directly to Landlord and. following receipt by Landlord of the Minimum Rent, Additional Rent and in other sums which shall have then accrued and become due and payable pursuant to the event Landlord assigns its rights under other terms of this Lease, Landlord shall remit to Tenant any amounts that may be released from any further obligations hereunder, and due Tenant agrees to look solely reimburse Tenant for the corresponding sums which Tenant had paid to Landlord’s successor . Promptly after the execution and delivery of any such permitted assignment or sublease or the documentation relating to any other such permitted Transfer. Tenant shall deliver a duplicate original thereof to Landlord. Unless Tenant is a corporation or other entity whose capital stock or interests are publicly traded on a nationally recognized securities exchange, then (in one or more transactions) (i) a transfer of 50% or more of the beneficial or record ownership of the capital stock, of any class, of Tenant or a transfer of 50% or more of the voting control of any such stock other than a transfer to a “Permitted Transferee” (as hereinafter defined), (ii) a transfer of 50% or more of the partnership interest for performance or other beneficial interest in Tenant other than to a transfer to a Permitted Transferee and/or (iii) any merger or consolidation of such obligations.Tenant with another entity shall each be treated as and deemed to be a Transfer which shall be subject to the foregoing provisions of this Section. RM:6995119:7 Village Center Lease Agreement Initials: L: , T:
Appears in 1 contract
Assignment and Subletting. Section 18.01 If Tenant should desire to assign this Lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate Except as provided in Section 15(b) hereof, neither this Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise (any of the foregoing being referred to herein as an “Assignment”; and the assignee or other transferee pursuant to the space so affected by Tenant an Assignment being an “Assignee”), without Landlord’s prior written consent, which consent may be granted or withheld in its notice, in which event Tenant, subject Landlord’s sole and absolute discretion. Any attempt to the provisions effect an Assignment of this Lease which expressly survive the termination hereof, in violation of this Article 15 shall be relieved of null and void ab initio. An agreement under which another person or entity becomes responsible for all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant a portion of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 Lease shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of deemed an assignment of this Lease. No Assignment of this Lease and the term and estate hereby granted shall relieve Tenant of its liability under this Lease or of the obligation to obtain Landlord’s prior consent to any further Assignment, and Tenant shall remain fully liable for the payment of rent and for the performance and observance of all other obligations of this Lease on the part of Tenant to be performed or observed.
(b) Tenant may, without the consent of Landlord, assign this Lease to (x) any Affiliate of Tenant (provided Tenant shall remain jointly and severally liable for all of Tenant’s obligations hereunder and shall execute such instruments as Landlord or its lenders may reasonably require confirming such liability) or (y) to an entity to which Tenant sells or assigns all or substantially all of its assets or stock or with which it may be consolidated or merged; provided such (i) Affiliate or (ii) purchasing, consolidated or merged entity shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease. Tenant shall, within ten (10) days after execution of such assignment of Lease, deliver to Landlord a duplicate original instrument of assignment, duly executed by Tenant, together with an instrument, duly executed by the assignee, for purposes in which such assignee shall assume observance and performance of, and agree to be personally bound by, all of the terms, covenants and conditions of this AgreementLease on Tenant’s part to be observed and performed.
(c) Tenant shall not sublet or permit occupancy of the Premises or any, conditioned on delayed portion thereof to any persons or entities without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. All subleases shall be subject and subordinate to this Lease. No sublease shall be for a term ending later than one day prior to the Expiration Date. If any default by Tenant hereunder shall occur and be continuing, Landlord, thereafter at its option and without waiving any such default, may collect rent from any then existing subtenant of the Premises. Notwithstanding any subletting by Tenant, and notwithstanding the acceptance of rent by Landlord from any subtenant, Tenant shall and will remain fully liable for the payment of the rent, for the performance and observance of all other obligations of this Lease on the part of Tenant to be performed or observed, and for all acts or omissions of any subtenant (or anyone claiming under or through any subtenant) which shall be in violation of any of the terms and conditions of the Lease, each such violation being deemed to have adopted be a violation by Tenant. Tenant represents and warrants to Landlord that, as of the warrants date hereof, other than Tenant, the following entities occupying the following portions of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed Premises are the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all only third parties occupying or entitled to occupy any part of the Building Premises: (i) Asahi Shinbum (pursuant to a month to month lease); (ii) New York Times Employees Credit Union; (iii) MARUJUPU, INC.; and (iv) The New York Times Company Foundation, which third parties, as well as any entity with whom Tenant has a business relationship (other than a mere landlord and all of its rights under this Leasetenant relationship), provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and shall have a right to occupy space in the event Landlord assigns its rights under this LeaseBuilding; provided, Landlord however, that Tenant shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest responsible for performance all the acts or omissions of such obligationsparties to the same extent as if such acts or omissions were those of Tenant.
Appears in 1 contract
Assignment and Subletting. Section 18.01 If Tenant should desire shall not assign, transfer, or 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 this or transfer Tenant's interest in the Lease or sublet the Premises (or any portion thereof for any part thereof), Tenant shall give Landlord written notice at least 60 of the term hereof. Within thirty (30) days in advance thereof. Landlord shall then have a period of 30 days following after receipt of such notice within which to notify Tenant said written notice, Landlord may, in writing that Landlord elects either:
(a) its sole discretion, elect to terminate this Lease as to the space so affected portion of the Premises described in Tenant's notice on the date specified in Tenant's notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said thirty (30) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or other transferee from presentment to Landlord for Landlord's approval, all in its noticeaccordance with the terms, in which event Tenantcovenants, subject to the provisions and conditions of this paragraph 19. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subjectterminated on the date specified in Tenant's notice. If, however, this Lease shall terminate pursuant to the subsequent written approval foregoing with respect to less than all the Premises, the rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of the proposed assignee or subtenant square feet retained by LandlordTenant, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages as so amended shall continue in full force and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rateeffect. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed Tenant is allowed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all transfer or sublet the whole or any part of the Building and any and all Premises, with the prior written consent of its rights under Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, provided Landlord’s successor 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, transfer, hypothecation, subletting, occupation or use by any 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. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this Lease shall not, nor shall any interest assumes Landlord’s obligations hereundertherein, 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 its consent, Landlord may require Tenant to pay all expenses in connection with the assignment, and Landlord may require Tenant's assignee or transferee (or other assignees or transferees) to assume in writing all of the event Landlord assigns its rights obligations under this Lease and for Tenant to remain liable to Landlord under the Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Sources: Lease Agreement (Opti Inc)
Assignment and Subletting. Section 18.01 If (a) Tenant should desire shall not, either voluntarily or by operation of law, assign, hypothecate or transfer this Lease, or sublet the Premises or any part thereof, without the prior written consent of Landlord in each instance.
(b) In the event Tenant desires to assign assign, hypothecate or otherwise transfer this Lease or sublet the Premises Premises, then at least thirty days prior to the date when Tenant desires the assignment or sublease to be effective (or any part thereofthe "Assignment Date"), Tenant shall give Landlord written a notice at least 60 days in advance thereof. Landlord (the "Assignment Notice"), which shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to set forth the space so affected by Tenant in its noticename, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval address and business of the proposed assignee or subtenant by Landlordsublessee, information (including references) concerning the character, ownership, and provided that if financial condition of the Rental rate agreed upon proposed assignee or sublessee, the Assignment Date, any ownership or commercial relationship between Tenant and its the proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlordassignee or sublessee, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s consideration and all other material terms and conditions of the proposed assignment or subleasing of sublease, all in such space, provided such refusal notwithstanding anything contained in legislation, law or statute, detail as the same may be amended from time to timeLandlord shall reasonably require. If Landlord requests additional detail, the Landlord, Assignment Notice shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent have been received until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligationsreceives such additional detail, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted Landlord may withhold consent to any assignment or sublease by Tenant until such information is provided to it.
(c) Landlord may, in violation its absolute discretion, withhold consent to any assignment, hypothecation or transfer of this Lease for any reason. The subletting of substantially all of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, Premises for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and remaining terms of this Lease shall be deemed an assignment rather than a sublease for purposes of this clause. Notwithstanding the foregoing, Landlord shall consent to the assignment or transfer, if the Assignment Notice states that Tenant desires to assign the Lease to any and entity into which Tenant is merged, with which Tenant is consolidated or which acquires all or substantially all of the assets of Tenant, provided that the assignee first executes, acknowledges and delivers to Landlord an agreement whereby the assignee agrees to be bound by all of the covenants and agreements in this Lease which Tenant has agreed to keep, observe or perform, that the assignee agrees that the provisions of this section shall be binding upon it as if it were the original Tenant hereunder and that the assignee shall have a net worth (determined in accordance with generally accepted accounting principles consistently applied) immediately after such assignment which is at least equal to the net worth (as so determined) of Tenant immediately prior to the assignment.
(d) Except as provided above, Landlord's consent to any sublease shall not be unreasonably withheld. A condition to such consent shall be delivered by Tenant to Landlord of a true copy of any such sublease. If Tenant shall sublet all or any portion of the Premises that Tenant has occupied for its rights own use at any time, then any consideration paid by the sublessee for the portion of the Premises being sublet that previously was occupied by Tenant that exceeds one hundred ten percent of the Basic Rent and Rental Adjustments provided by this Lease for such portion of the Premises being sublet shall be due, owing and payable from Tenant to Landlord when paid or owing by the sublessee under the sublease. The parties intend that the preceding sentence shall not apply to any sublease rentals respecting a portion of the Premises that, during the entire term of this Lease, provided was not occupied by Tenant for its own use, but was always subleased by Tenant and/or kept vacant. For the purpose of this section, the rent for each square foot of floor space in the Premises shall be deemed equal.
(e) Any sale, assignment, hypothecation or transfer of this Lease or subletting of the Premises that is not in compliance with the provisions of this section shall be void and shall, at the option of Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in terminate this Lease. The consent by Landlord to any assignment or subletting shall not be construed as relieving Tenant or any assignee of this Lease or sublessee of the Premises from obtaining the express written consent of Landlord to any further assignment or subletting or as releasing Tenant or any assignee or sublessee of Tenant from any liability or obligation hereunder whether or not then accrued. In the event Landlord assigns its rights under this Leaseshall consent to an assignment or sublease, Tenant shall pay Landlord as Additional Rent a reasonable attorneys' and administrative fee not to exceed $500 for costs incurred in connection with evaluating the Assignment Notice. This section shall be released from fully applicable to all further sales, hypothecations, transfers, assignments and subleases of any further obligations hereunderportion of the Premises by any successor or assignee of Tenant, and Tenant agrees to look solely to Landlord’s successor in interest for performance or any sublessee of such obligationsthe Premises.
Appears in 1 contract
Sources: Office Building Lease (Virtual Mortgage Network Inc)
Assignment and Subletting. Section 18.01 If Tenant should desire to assign Subtenant expressly covenants and agrees that it shall not assign, mortgage, pledge or encumber this Lease or Sublease nor sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days nor suffer or permit the Premises or any part thereof to be used or occupied by others, except strictly in advance thereof. Landlord shall then have a period accordance with Articles 11 and 43 of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its noticeMaster Lease, and, in which event Tenantaddition, subject in any instance under the Master Lease where Landlord's consent is required, Sublandlord's consent shall also be required, but Sublandlord covenants and agrees not to the provisions of this Lease which expressly survive the termination hereofunreasonably withhold or delay its consent in such instance if Landlord has consented thereto, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subjectprovided, however, if Sublandlord shall not grant or deny its consent (which denial shall be accompanied by a reasonably detailed statement setting forth the reasons for such denial) on or prior to the subsequent written approval of the proposed assignee or subtenant by Landlord, and date Landlord issues its consent (provided that if to the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of extent Subtenant makes such excess Rental shall be considered additional Rental owed by Tenant request directly to Landlord, Subtenant requests such consent from Sublandlord at the time it requests consent from Landlord and shall be paid by Tenant to Landlord in provides Sublandlord with all the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as information required under the same may be amended from time to time, the Landlord, shall not be deemed Master Lease to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee provided regarding such sublease), Sublandlord shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgmentconsented thereto. If this Sublease be assigned, set forth in Section 24.02 as or if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all Premises or any part thereof be sublet or occupied by anyone other than Subtenant, Sublandlord may, after default by Subtenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent reserved in this Sublease, but no such assignment, subletting, occupancy, or collection by Sublandlord shall be deemed a waiver of the Building covenant set forth above or the acceptance of the assignee, subtenant or occupant as subtenant or a release of Subtenant from the further performance by Subtenant of covenants and any and all agreements on the part of its rights under Subtenant contained in this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligationsSublease.
Appears in 1 contract
Sources: Sublease (Media Metrix Inc)
Assignment and Subletting. Section 18.01 If Tenant should desire Notwithstanding anything to the contrary contained herein or in the Lease, Subtenant, for itself, its successors and assigns, expressly covenants that it shall not assign (whether by operation of law or otherwise), pledge or otherwise encumber this Lease Sublease, or sublet the Premises (all or any part thereof)portion of the Subleased Premises, Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its noticewithout obtaining, in each instance, the prior written consent of Landlord and the prior written consent of Sublandlord, which event Tenantconsent Sublandlord agrees shall not be unreasonably withheld if Landlord provides its consent thereto. Except as modified in this Article 17, subject to the provisions of this Lease which expressly survive Article 52A are incorporated herein, with the termination hereofword “Landlord” as used therein, shall be relieved of all further obligations hereunder as being deemed to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to mean both Landlord and Sublandlord. Notwithstanding the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to timeforegoing, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rateArticle 52A(xi) are deleted from the incorporation provision. In the event of an assignment of this Leasethat Sublandlord consents to any further subleasing hereunder, the assigneeSubtenant shall, for purposes of this Agreementin consideration therefor, be deemed pay to have adopted the warrants of attorney and confession of judgmentSublandlord, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may selladditional rent, transfer, assign, and convey all or any part fifty percent (50%) of the Building “Net Profits” (as hereinafter defined), which shall be paid to Sublandlord as and when payable by the sub-subtenant to Subtenant. As used herein, “Net Profits” shall mean the difference between (x) and (y), with (x) being any and all rents, additional charges or other consideration payable under such sublease to Subtenant by the sub-subtenant which is in excess of its rights the rent and additional rent accruing under this LeaseSublease during the Term (including, provided Landlordbut not limited to, sums paid for the sale or rental of Subtenant’s successor in interest assumes Landlord’s obligations hereunderfixtures, leasehold improvements, equipment, furniture or other personal property), and in (y) being the event Landlord assigns its rights under this Leasesum of (i) Subtenant’s Costs (as hereinafter defined), Landlord which shall be released from any further obligations hereunderamortized over the term of the sub-sublease, and Tenant agrees (ii) any amounts that Sublandlord would be required to look solely pay to LandlordLandlord pursuant to Paragraph 52(xi) of the Lease. As used herein, “Subtenant’s successor Costs” shall mean the commercially reasonable expenses incurred by Subtenant in effectuating such sub-sublease, including, commercially reasonable construction allowance, brokerage commissions and legal fees. Sublandlord reserves the right to transfer and assign its interest for performance of such obligationsin and to this Sublease to any entity or person who shall succeed to Sublandlord’s interest in and to the Lease.
Appears in 1 contract
Sources: Sublease Agreement (Value Line Inc)
Assignment and Subletting. Section 18.01 If Provided no Event of Default (as hereinafter defined) has occurred and is continuing under this Lease, upon 10 days’ prior written notice to Landlord, Tenant should desire to may assign this Lease or sublet (or grant a concession or license to use and occupy) all or any part of the Premises: (i) to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a “Tenant Affiliate”); or (ii) to an entity into which Tenant is merged or consolidated, or to an entity to which substantially all of Tenant’s assets are transferred, provided (x) such merger, consolidation, or transfer of assets is for a legitimate business purpose and not principally for the purpose of transferring Tenant’s leasehold estate, and (y) the assignee or successor entity has a tangible net worth (as defined below) that is equal to or greater than that of Tenant on the Effective Date, all without Landlord’s prior written consent. Except as provided in the preceding sentence, Tenant may not assign or sublet all or any portion of the Premises, nor may Tenant mortgage or pledge its leasehold interest under this Lease, without the prior consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. In no event shall any assignment or sublease ever release Tenant or any guarantor from any obligation or liability hereunder except with respect to an assignment if such release is expressly approved by Landlord, in writing and in Landlord’s sole, but good faith, discretion; and in the case of any assignment, Landlord shall retain all rights with respect to the Security. Any purported assignment, mortgage, transfer, pledge or sublease made without the prior written consent of Landlord shall be absolutely null and void. No assignment of this Lease shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Regardless of whether or not an assignee or sublessee executes and delivers any documentation to Landlord pursuant to the preceding sentence, any assignee or sublessee shall be deemed to have automatically attorned to Landlord in the event of any termination of this Lease. If this Lease is assigned, or if the Premises (or any part thereof) are sublet or used or occupied by anyone other than Tenant, whether or not in violation of this Lease, Landlord or Agent may (without prejudice to, or waiver of its rights), Tenant shall give Landlord written notice at least 60 days in advance thereofcollect Rent from the assignee, subtenant or occupant. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as With respect to the space so affected allocable portion of the Premises sublet, in the event that the total rent and any other considerations received under any sublease by Tenant (after deduction of normal and customary expenses incurred solely and directly in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to connection with such space;
(bsublease) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than (on a pro rata and proportionate basis) the Rental rate that Tenant must pay Landlord hereundertotal Rent required to be paid, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, Tenant shall pay to Landlord fifty percent (50%) of such excess as received from any subtenant and in the event Landlord assigns its rights under this Lease, Landlord such amount shall be released from deemed a component of the Additional Rent. For purposes of this Section 8, tangible net worth shall mean the net worth of the entity in question, as determined in accordance with generally accepted accounting principles (“GAAP”) minus the value of any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligationsentity’s intangible assets (as determined in accordance with GAAP).
Appears in 1 contract
Assignment and Subletting. Section 18.01 If Tenant should desire to may sublet or assign this Lease or sublet its rights hereunder under the Premises (or any part thereof), following conditions: Tenant shall first give Landlord at least 90 days prior written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant desire to assign or sublet such spaceits rights under the Lease. For a period of 90 days after receipt of said notice, subjectLandlord shall have the right to find its own Tenant for the Leased Premises. If Landlord is able to find a Tenant for the Leased Premises then Landlord shall notify Tenant and upon the execution of a Lease between Landlord and a new tenant, the Tenant shall execute a termination agreement for the existing Lease and all rights, obligations and liabilities of the Tenant under the existing Lease shall cease, provided, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything nothing herein contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s any obligations under this LeaseLease during said 90-day period. Any attempted If Landlord is not able to find a new Tenant within the 90-day period, then Tenant shall be free to assign or sublet the premises, provided:
A. Tenant shall first obtain the prior written consent of Landlord in each instance, which consent will not be unreasonably withheld; provided, further, that the business of assignee or sublessee shall not be hazardous, illegal, or disruptive and that Tenant shall remain primarily liable for the payment of the rent herein reserved and for the performance of all the other terms of this Lease required to be performed by Tenant irrespective of the subletting or assignment;
B. At the time of such assignment or sublease by Tenant in violation of subletting, there shall be no default under the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease;
C. A duplicate original of said assignment or sublease, the assigneein recordable form, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees delivered by certified mail to look solely to Landlord’s successor in interest for performance Landlord within thirty (30) days after execution of such obligationssaid assignment or sublease.
Appears in 1 contract
Sources: Lease Agreement (Market America Inc)
Assignment and Subletting. Section 18.01 If Tenant should desire to A. Except as expressly permitted in this lease, TENANT shall not, without the prior written consent of PORT, assign or hypothecate this Lease lease or any interest herein or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval Any of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of foregoing acts without such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event This lease shall Tenant solicit assignees or sub lessees in other Buildings owned not, nor shall any interest herein, be assignable as to the interest of TENANT by Landlord, or at less than a fair market rateoperation of law without the consent of PORT. In the event of an PORT may withhold consent to assignment of this Leaselease for any reason. PORT and TENANT hereby agree that any assignment of this lease shall be subject to an adjustment in the rent, including annual or other rent, to reflect the fair market rate for the Premises at the time of such assignment. PORT and TENANT further agree that if the proposed assignee does not agree to said rental adjustment, PORT may withhold consent for the proposed assignment.
B. Notwithstanding the provisions of paragraph 17A, TENANT may assign this lease without PORT'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 or consolidation with TENANT, or to any person or entity which acquires all the assets of TENANT as a going concern; provided, that said assignee shall assume, in full, the assigneeobligations of TENANT under this lease.
C. TENANT shall have the right, in the regular and ordinary course of its business of maintaining and operating the building and other improvements now or hereafter located on the Premises and without the prior consent of PORT, to sublease or otherwise rent or grant licenses, permits or concessions in, any offices, spaces or related facilities in such buildings and other improvements for purposes a use necessary to TENANT's operation of the Premises as defined in Section 7A herein; provided, that each sublease or other rental, license, permit or concession agreement shall be subject and subordinate to this lease and the rights of PORT hereunder; and, provided further, that the following conditions are met:
(1) TENANT shall deliver to PORT, within thirty (30) days of execution of each sublease, license, permit or concession agreement, a copy of such sublease or agreement together with documentation adequately identifying the "subtenant" and the business activity to be conducted on the Premises.
(2) Each sublease, license, permit or concession agreement shall contain a clause providing that all rental and other payments due TENANT under the provisions of such sublease, license, permit or concession agreement shall become due and owing directly to PORT upon the filing of any petition in the bankruptcy court seeking the court's jurisdiction over the assets and operations of TENANT regardless of whether such filing is considered voluntary or involuntary.
(3) Each sublease, license, permit or concession agreement shall contain an indemnification clause and waiver of claims provision identical to that required under paragraphs of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the samelease.
Section 18.02 Landlord may sell(4) Each sublease, transferlicense, assignpermit or concession agreement shall contain a clause naming as "additional insureds" under all liability and other insurance policies CITY, PORT, and convey all officers, employees, agents and representatives of CITY and PORT and acknowledging PORT's right to demand increased coverage to normal amounts consistent with the subtenant's licensee's, permittee's or concessionaire's business activities on the Premises.
(5) Each sublease, license, permit or concession agreement shall contain a clause providing that the sublessee, licensee, permittee or concessionaire shall engage in no activity which limits or adversely affects in any part way the property insurance coverage for the Premises.
D. If for any reason whatsoever this lease and the leasehold estate of the Building and any and all of its rights TENANT under this Leaselease are terminated, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord such termination shall be released from any further obligations hereunder, and Tenant agrees operate to look solely to Landlord’s successor in interest for performance of such obligationsterminate all then existing subleases entered into by TENANT.
Appears in 1 contract
Assignment and Subletting. Section 18.01 If Tenant should desire shall not assign, transfer, or 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 assign 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 assignments, transfer, or subletting, Landlord shall require Tenant to pay to landlord, as Additional Rent, all rents and/or additional consideration due 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 assignor transfer Tenant's interest in the Lease or sublet the Premises (or any portion thereof for any part thereof), Tenant shall give Landlord written notice at least 60 of the term hereof. Within thirty (30) days in advance thereof. Landlord shall then have a period of 30 days following after receipt of such notice within which to notify Tenant said written notice, Landlord may, in writing that Landlord elects either:
(a) its sole discretion, elect to terminate this Lease as to the space so affected portion of the Premises described in Tenant's notice on the date specified in Tenant's notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said thirty (30) day period, Tenant may proceed to locate an acceptable sublesee, assignee, or other transferee for presentment to Landlord for Landlord's approval, all in its noticeaccordance with the terms, in which event Tenantcovenants, subject to the provisions and conditions of this paragraph 19. If Tenant intends to sublet the entire Premises and landlord elect; to terminate this Lease, this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subjectterminated on the date specified in Tenant's notice. If, however, this Lease shall terminate pursuant to the subsequent written approval foregoing with respect to less than all the Premises, the rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of the proposed assignee or subtenant square feet retained by LandlordTenant, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages as so amended shall continue in full force and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rateeffect. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed Tenant is allowed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all transfer or sublet the whole or any part of the Building and any and all Premises, with the prior written consent of its rights under Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, provided Landlord’s successor either in interest assumes Landlord’s whole or in part, or sublet the whole or any part of the 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 hereunderhereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and in shall constitute a breach of this Lease by Tenant and shall, at the event Landlord assigns its rights option of landlord exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this LeaseLease 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 shall be released from any further obligations hereunderrequire Tenant to pay all expenses in connection with the assignment, and Landlord shall require Tenant's assignee or transferee (or other assignee or transferees) to assume in writing all of the obligations under this Lease and for Tenant agrees to look solely remain liable to Landlord’s successor landlord under the Lease. Notwithstanding the above, in interest for performance of such obligationsno event will Landlord consent to a sub- sublease. See Paragraph 50.
Appears in 1 contract
Sources: Lease Agreement (Autoweb Com Inc)
Assignment and Subletting. Section 18.01 If Tenant should desire shall not, without the prior written consent of Landlord, such consent not to assign this Lease be unreasonably withheld, conditioned or sublet delayed, effectuate a Transfer, with the Premises (or any part thereof)exception of a Permitted Transfer. Notwithstanding the foregoing, Tenant may effectuate a Permitted Transfer without the consent of Landlord, provided that with respect to a Permitted Transfer: (i) the transferee shall give assume the obligations of Tenant; (ii) Tenant shall provide Landlord with written notice at least 60 of the proposed Permitted Transfer not less than fifteen (0 5) days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice Permitted Transfer becoming effective; (iii) a copy of the documents effectuating the Permitted Transfer shall be delivered to Landlord within which five (5) days after the Permitted Transfer becomes effective; and (iv) if requested by Landlord, the transferee shall execute and deliver to notify Tenant in writing Landlord a Transfer Assumption Agreement. As to Transfer other than a Permitted Transfer, Landlord agrees that it shall not unreasonably withhold its consent, provided that the business of Tenant’s transferee is no more hazardous than that of Tenant, it being understood that it shall not be unreasonable for Landlord elects eitherto require, as a condition of such consent:
(a) That fifty percent (50%) of any money or other economic consideration received by Tenant as a result of such Transfer (other than with respect to terminate a Permitted Transfer), whether denominated as rent or otherwise, which exceeds, in the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease as (prorated to reflect obligations allocable to that portion of the space so affected by Tenant in its notice, in which event Tenant, Leased Space subject to the provisions of sublease or assignment) shall be payable to Landlord as Additional Rent under this Lease which expressly survive the termination hereof, shall be relieved without affecting or reducing any other obligation of all further obligations hereunder as to such space;Tenant hereunder; and
(b) That Landlord shall not be obligated to permit Tenant consent to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord a Transfer at any time when there exists comparable space available for lease in the same manner that Tenant pays Annual Base RentalCenter; orand
(c) That the transferee execute and deliver to refuse Landlord a Transfer Assumption Agreement. Regardless of Landlord’s consent, and with respect to consent to a Permitted Transfer, no Transfer shall release Tenant of Tenant’s assignment obligation or subleasing alter the primary liability of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as Tenant to pay the same may rental and to perform all other obligations to be amended performed by Tenant hereunder. The acceptance of rental by Landlord from time to time, the Landlord, any other person shall not be deemed to be unreasonable in withholding its a waiver by Landlord of any provision hereof. Consent to one Transfer shall not be deemed consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rateany subsequent Transfer. In the event of an assignment default by any transferee from Tenant in the performance of this Leaseany of the terms hereof, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sellproceed directly against Tenant without the necessity of exhausting remedies against such transferee. Landlord may consent to subsequent Transfers or amendments or modifications to this Lease with transferees from Tenant, transferwithout notifying Tenant, assignor any transferee from Tenant, and convey all without obtaining its or any part their consent thereto and such action shall not relieve Tenant of the Building and any and all of its rights liability under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Sources: Lease (Idera Pharmaceuticals, Inc.)
Assignment and Subletting. Section 18.01 If In the event Tenant should desire to assign this the Lease or sublet the Premises (or any part thereof)Premises, Tenant shall give Landlord written notice of such desire at least 60 ninety (90) days in advance thereofof the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of 30 thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
either (ai) to terminate this the Lease as to of the space date so affected specified by Tenant in its noticeTenant, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall Tenant will be relieved of all further obligations hereunder as to such space;
hereunder, or (bii) to permit Tenant to assign or sublet such space, subject, however, subject to the subsequent prior written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereundersuch consent not to be unreasonably withheld or delayed, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, so long as the same may be amended from time to time, use of the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless Premises by the proposed assignee or sub-lessee would be a permitted use and the proposed assignee is of sound financial condition as determined in Landlord's reasonable discretion. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall have agreed in writing with deemed to have waived option (i) above, but written approval by Landlord of the proposed assignee shall still be required. Failure by Landlord to assume and perform each approve a proposed assignee shall not cause a termination of the covenants, obligations, Lease. Any rents or other consideration realized by Tenant under any such sublease and agreements assignment in excess of the Rents hereunder, after amortization of the reasonable costs of extra tenant improvements for which Tenant in this Lease includinghas paid and reasonable subletting and assignment costs, shall be divided and paid ten percent (10%) to Landlord and ninety percent (90%) to Tenant. Notwithstanding the above, Tenant shall have the right to sublease or assign all or any portion of the Premises during the Term or any Option period to any related entity, subsidiary, or affiliate of Tenant, having at least fifty-one (51%) percent direct common ownership, without limitationhaving to receive Landlord's consent, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02but still requiring written notice to Landlord on or before such sublease or assignment. No assignment or subletting by Tenant without the express written consent of Landlord shall relieve Tenant of Tenant’s obligations any obligation under this the Lease. Any attempted assignment or sublease by Tenant in violation of subletting which conflicts with the terms and provisions of this Section 18.01 hereof shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Assignment and Subletting. Section 18.01 If 16.01. Unless a default shall have occurred hereunder and be continuing, Tenant should desire to may, for its own account, assign this Lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and Demised Premises for the Term of this Lease subject to the approval of Landlord which approval shall not be unreasonably withheld, delayed or conditioned. Each such assignment or sublease shall expressly be made subject to the provisions hereof. No such assignment or sublease shall modify or limit any right or power of Landlord hereunder or affect or reduce any obligation of Tenant hereunder and all such obligations shall be those of its rights Tenant and shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no subletting or assignment had been made, such liability of the Tenant named herein to continue notwithstanding any subsequent modifications or amendments of this Lease; provided, however, that (other than with respect to any modifications required by law or on account of bankruptcy or insolvency) if any modification or amendment is made without the consent of the Tenant named herein (which consent shall not be unreasonably withheld or delayed), such modification or amendment shall be ineffective as against the Tenant named herein to the extent, and only to the extent, that the same shall materially increase the obligations of the Tenant, it being expressly agreed that (even if any such modification or amendment shall materially increase the likelihood of a default by Tenant under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in ) the event Landlord assigns its rights under Tenant named herein shall remain liable to the full extent of this Lease, Landlord Lease as if such modification had not been made. Neither this Lease nor the Term hereby demised shall be released from mortgaged by Tenant, nor shall Tenant mortgage or pledge its interest in any further obligations hereundersublease of the Demised Premises or the rentals payable thereunder. Any such mortgage or pledge, any sublease made otherwise than as expressly permitted by this Section 16.01 and any assignment of Tenant's interest hereunder made otherwise than as expressly permitted by this Section 16.01 shall be void. Tenant agrees to look solely shall, within twenty (20) days after the execution of any assignment or sublease, deliver a conformed copy thereof to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Assignment and Subletting. Section 18.01 If 10.1 The Tenant should desire to may not assign this Lease or sublet the Leased Premises (or any part thereof), Tenant unless it shall give first advise the Landlord written notice at least in writing, by certified mail, return receipt requested. In such event, the Landlord shall have 60 days in advance thereof. Landlord shall then have a period of 30 days following from receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) elect to re-capture the Leased Premises and terminate this the Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s the assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements Lease or the sublease of the Tenant in this Lease includingLeased Premises.
10.2 If Landlord elects to recapture the Leased Premises, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant surrender the Leased Premises no later than 90 days after Landlord's written notice of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rateits election to recapture. In the event of an assignment of this Leaserecapture, the assigneeTenant shall have no further liability to the Landlord hereunder, except for purposes the provisions of this Agreementparagraphs 12, be deemed 28 and 27(excluding the obligation to have adopted remove alterations and improvements and restore the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the sameLeased Premises).
Section 18.02 10.3 In connection with any permitted assignment or subletting, (i) the Tenant shall pay monthly to the Landlord may sell, transfer, assign, and convey all or one-half of any part increment in rent received by Tenant per square foot over the rent then in effect during the year of the Building assignment or subletting, which payment shall be made monthly together with the required rent hereunder; and (ii) if Tenant receives any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Leaseconsideration or value for such assignment or subletting, Landlord shall be released from paid one-half of any further obligations such consideration or value within 10 days after receipt of the same by Tenant. As a condition hereunder, Tenant warrants and represents to Landlord that it will furnish to Landlord a copy of all pertinent documents with respect to any such assignment or subletting so as to establish Tenant's obligation to Landlord hereunder.
10.4 In the event of any assignment or subletting permitted by the Landlord, the Tenant agrees to look solely to Landlord’s successor in interest shall remain and be directly and primarily responsible for payment and performance of the within Lease obligations, and the Landlord reserves the right, at all times, to require and demand that the Tenant pay and perform the terms and conditions of this Lease. No such obligationsassignment or subletting shall be made to any Tenant who shall occupy the Leased Premises for any use other than that which is permitted to the Tenant, or for any use which may be deemed disreputable or extra hazardous, or which would in any way violate applicable laws, ordinances or rules and regulations of governmental boards and bodies having jurisdiction.
Appears in 1 contract
Sources: Lease Agreement (Enamelon Inc)
Assignment and Subletting. Section 18.01 If (A) Tenant should desire covenants and agrees not to assign or sublet said Premises or any part of same or in any other manner transfer this Lease, the subleasehold or the Premises without the written consent of the Landlord, but such consent to sublease or assign shall not be unreasonably withheld. Notwithstanding the foregoing, Tenant may assign this Lease or sublet the Premises (whole or any part thereof)of the Premises to any of its affiliates or subsidiaries (as defined in the Internal Revenue Code of 1986, as amended) during the term hereof, or any extension hereof without the consent of the Landlord, provided Tenant notifies Landlord in writing prior to any such assignment or subletting. In the event of any subletting or assignment of any or all of the Premises, Tenant nevertheless shall remain liable for the payment to the Landlord underand compliance with all of the terms and conditions of this Lease and shall pay to Landlord all amounts received by Tenant that exceed the rent payable hereunder. Any consent to a subletting or assignment shall not be deemed a consent to any subsequent subletting or assignment, and any attempted assignment or sublease without the required consent of Landlord shall be void. Prior to any subletting or assignment requiring Landlord’s consent, Tenant shall give submit to Landlord written notice at least 60 the intended use and term and Landlord shall have fifteen (15) days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant elect to terminate this Lease, in writing which event the parties shall be relieved of further responsibility to the other accruing after the effective termination date as hereinafter set forth. In the event that Landlord elects either:
(a) to terminate this Lease as to during the space so affected by Tenant in its noticeaforesaid fifteen (15) day period, in which event Tenant, subject to such termination of the provisions of this Lease which expressly survive the termination hereof, Landlord’s obligation shall be relieved effective ninety (90) days from the date that the Landlord gives written notice of all further obligations hereunder as its election to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to terminate the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02Lease. No assignment or subletting by Tenant shall relieve Tenant All of Tenant’s obligations under this LeaseLease shall be in full force and effect until the expiration of said ninety (90) day period.
(B) Any proposed assignee or Tenant or its business is subject to compliance with additional requirements of the law (including the ADA) beyond those requirements that are applicable to Tenant. Any attempted assignment proposed assignee or sublease Tenant shall: (i) first deliver plans and specifications for complying with such additional requirements and obtain Landlord’s consent thereto; and (ii) comply with all Landlord’s requirements for security to assure the lien-free completion of any improvements as well as any other conditions prescribed by Tenant Landlord in violation of the terms and provisions of this Section 18.01 shall be void. any consent given hereunder.
(C) In no event shall Tenant solicit assignees any sublease or sub lessees assignment be made which would in any way violate any then existing exclusive provision granted to any other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the sametenant.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Assignment and Subletting. Section 18.01 If Tenant should desire shall not have the right to sublet, assign or otherwise transfer or encumber this Lease, or any interest therein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Tenant shall have the right, without Landlord's prior written consent, to sublease up to fifteen percent (15%) of the Rentable Area of the Premises for purposes related to Tenant's business in the Premises, provided that space subleased shall not have a separate external entrance. In the event of a proposed sublease or assignment requiring Landlord's consent under this paragraph 15, Landlord shall have the option (to be exercised within thirty (30) days from submission of Tenant's written request) to cancel this Lease (i) as to all of the Premises if Tenant proposes to assign this Lease or sublet sublease seventy-five percent (75%) or more of the Premises or (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(aii) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval portion of the Premises proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or subsublet if Tenant proposes to sublet less than seventy-lessee shall have agreed in writing with Landlord to assume and perform each five percent (75%) of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this LeasePremises. Any attempted assignment assignment, subletting, transfer or sublease encumbrance by Tenant in violation of the terms and provisions covenants of this Section 18.01 paragraph 15 shall be void. In no event No assignment, subletting or other transfer, whether or not consented to by Landlord or permitted hereunder, shall relieve Tenant solicit assignees of its liability under this Lease. If an Event of Default occurs while the Premises or sub lessees in other Buildings owned by any part thereof are assigned or sublet, then Landlord, in addition to any other remedies herein provided or at less than provided by law, may collect directly from the assignee or sublessee all rents payable to the Tenant and apply such rent against any sums due Landlord hereunder. No such collection shall be construed to constitute a fair market ratenovation or a release of Tenant from the further performance of Tenant's obligations hereunder. In the event of The following shall additionally constitute an assignment of this Lease, Lease by Tenant for the assignee, for purposes of this Agreement, be deemed to have adopted paragraph 15: (i) the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sellsale, transfer, assignexchange, and convey liquidation or other distribution of more than fifty percent (50%) of Tenant's assets (other than this Lease) which is not in the ordinary course of Tenant's business; or (ii) the mortgage, pledge, hypothecation or other encumbrance of or grant of a security interest by Tenant in this Lease, or of any of Tenant's rights hereunder. Notwithstanding any other provision in this Lease to the contrary, Landlord's consent shall not be required for (i) any assignment of this Lease or any sublease of all or any part portion of the Building and any and all Premises to an affiliate of its rights under this LeaseTenant, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in that Tenant provides Landlord with written notice thereof no less than fifteen (15) days prior to the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance effective date or commencement of such obligationsassignment or sublease, or (ii) Tenant's reincorporation in another state. For purposes of this paragraph 15, an "affiliate" means any partnership, association or corporation or other entity at least fifty-one percent (51%) of the legal and equitable ownership interest of which is owned by, or under common ownership with, Tenant.
Appears in 1 contract
Sources: Lease Agreement (Xetel Corp)
Assignment and Subletting. As mentioned in Section 18.01 If Tenant should desire to assign 1.4 above, given the nature of this Lease or sublet as security for the Loan, the Landlord and Tenant agree to work cooperatively in order to lease to third parties portions of the Premises (which are or will become vacant during the term of this Lease. Any lease of a portion of the Premises which is or will become vacant during the term hereof entered into by Landlord with the consent of Tenant, not to be unreasonably withheld, shall be superior to this Lease and Tenant shall enter into a subordination, non-disturbance agreement or any part thereof)other document reasonably requested by Landlord to evidence such lease’s superiority hereto. It is understood and agreed that without Lender’s prior written consent, neither Tenant shall give Landlord written notice at least 60 days in advance thereof. nor Landlord shall then have enter into a period New Lease, as defined herein, for any portion of 30 days the Premises other than a Safe Harbor Lease, as herein defined, which by the terms of the Collateral Assignment, as defined in Section 38 hereof, does not need the consent of the Lender. A “Safe Harbor Lease” shall mean a lease which meets the following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
criteria (a) the proposed lease is to terminate this Lease a creditworthy, third party tenant not affiliated with the Landlord for a commercially reasonable use consistent with the other current uses at the Premises and which does not involve the storage or handling of hazardous substances, (b) the rent payable under such proposed lease is a rent that is no less than Five and 75/100 Dollars ($5.75) per square foot on a triple net basis, (c) the lease shall be for a term of not less than three (3) years and no greater than ten (10) years, including any tenant extension option(s); provided, however, that such lease, including any extension options, may extend to fifteen (15) years if lease years 11-15 have a rental rate equal to market rental rate as determined during the 10th lease year, (d) the tenant improvement allocation or allowance shall not exceed Fifteen Dollars ($15.00) per rentable square foot unless Landlord provides assurance reasonably acceptable to Lender for the payment of such allocation or allowance in excess of Fifteen Dollars ($15.00) per rentable square foot, (e) such lease does not contain any options to purchase, or other rights to acquire the Premises, or any portion thereof, (f) such lease does not contain any material restrictions on Landlord’s rights to lease remaining portions of the Premises; provided, however, that the granting of the right or option to lease additional space so affected by Tenant in its notice, in within the Premises upon terms which event Tenant, subject to would otherwise comply with the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(bSection 9(a) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed considered a material restriction, if such right or option must be exercised upon no more than thirty (30) days’ notice to be unreasonable in withholding its consent the tenant and may arbitrarily withhold its consent until (g) such lease is entered into on Landlord’s standard form of Lease, a copy of which is attached hereto as Exhibit B, or another form of lease approved by Lender, without material modification thereto and unless provided it conforms to the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant leasing guidelines in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same9(a).
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Sources: Loan and Security Agreement (Griffin Industrial Realty, Inc.)
Assignment and Subletting. Section 18.01 If 10.1 Tenant should desire shall not have the right to assign or pledge this Lease or to sublet the Premises (whole or any part of the Premises whether voluntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant, and shall not make, suffer or permit such assignment, subleasing or occupancy, without the prior written consent of Landlord, and said restrictions shall be binding upon any and all assignees of the Lease and subtenants of the Premises. In the event Tenant desires to sublet, or permit such occupancy of, the Premises, or any portion thereof), or assign this Lease, Tenant shall give Landlord written notice thereof to Landlord at least 60 ninety (90) days in advance thereof. Landlord shall then have a period of 30 but no more than one hundred eighty (180) days following receipt prior to the proposed commencement date of such subletting or assignment, which notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to shall set forth the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval name of the proposed subtenant or assignee, the relevant terms of any sublease or assignment and copies of financial reports and other relevant financial reports and other relevant financial information of the proposed subtenant or assignee.
10.2 Notwithstanding any assignment or subletting, permitted or otherwise, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent specified in this Lease 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, if the Premises or any part of them are then assigned or sublet, Landlord, in addition to any other remedies provided in this Lease or provided by law, may, at its option, collect directly from such assignee or subtenant by Landlordall rents due and becoming due to Tenant under such assignment or sublease and apply CROSSINGS FORM LEASE — NO PERCENTAGE RENT such rent against any sums due to Landlord from Tenant under this Lease, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of no such excess Rental collection shall be considered additional Rental owed by construed to constitute a novation or release of Tenant to Landlord, and shall be paid by Tenant to Landlord in from the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant further performance of Tenant’s obligations under this Lease.
10.3 In addition to Landlord’s right to approve of any subtenant or assignee, Landlord shall have the option, in its sole discretion, in the event of any proposed subletting or assignment, to terminate this Lease, or in the 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. Any attempted The option shall be exercised, if at all, by Landlord giving Tenant written notice given by Landlord to Tenant 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 Premises pursuant to this Section, 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. If Landlord recaptures under this Section only a portion of the Premises, the rent to be paid from time to time during the unexpired Term shall a▇▇▇▇ proportionately based on the proportion by which the approximate square footage of the remaining portion of the Premises shall be less than that of the Premises 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 sublease by Tenant in violation of subletting, whether or not the terms and provisions of Premises are recaptured pursuant to this Section 18.01 shall be void. In no event shall Tenant solicit assignees 10.3 and rented by Landlord to the proposed tenant or sub lessees in any other Buildings owned by Landlord, or at less than a fair market rate. tenant.
10.4 In the event that Tenant sells, sublets, assigns or transfers this Lease, Tenant shall pay to Landlord as additional rent an amount equal to one hundred percent (100%) of an any Increased Rent (as defined below) when and as such Increased Rent is received by Tenant. As used in this Section, “Increased Rent” shall mean the excess of (i) all rent and other consideration which Tenant is entitled to receive by reason of any sale, sublease, assignment or other transfer of this Lease, over (ii) the assignee, for rent otherwise payable by Tenant under this Lease at such time. For purposes of this Agreementthe foregoing, be deemed to have adopted the warrants of attorney and confession of judgment, set forth any consideration received by Tenant in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord form other than cash shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor valued at its fair market value as determined by Landlord in interest for performance of such obligationsgood faith.
Appears in 1 contract
Assignment and Subletting. Section 18.01 (a) Tenant may not sell, assign, transfer or hypothecate this Lease or any interest herein (either voluntarily or by operation of law) or sublet the Leased Premises or any part thereof without the prior written consent of Landlord which shall not be unreasonably withheld, except as hereinafter provided. If Tenant should desire to assign this Lease or sublet the Leased Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 thirty (30) days in advance thereofof the date on which Tenant desires to make such assignment or sublease. Landlord shall Except with respect to an assignment or subletting permitted by subparagraph (c) of this Para▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ll then have a period of 30 thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
either (ai) to terminate this Lease as to the space so affected as of the date specified by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
; (bii) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord; provided, and provided however, that if the Rental rental rate agreed upon between Tenant and its proposed subtenant under any proposed sublease of the Leased Premises (or any part thereof) is greater than the Rental rental rate that Tenant must pay Landlord hereunderhereunder for that portion of the Leased Premises that is subject to such proposed sublease, or if any additional consideration shall be received by Tenant in connection with such proposed assignment or sublease (in addition to rental as provided in such proposed sublease), then 100% of such additional consideration, or, with respect to any excess Rental rents, the Adjusted Gross Rent (hereinafter defined) as the case may be (or both) shall be considered additional Rental owed retained by Tenant to LandlordTenant, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
or (ciii) to refuse reasonably refuse, in accordance with the provision set forth above in this subparagraph 13(a), to consent to Tenant’s 's assignment or subleasing of such space, provided such refusal notwithstanding anything contained space and to continue this Lease in legislation, law or statute, full force and effect as to the same may be amended from time entire Leased Premises. If Landlord should fail to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed notify Tenant in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.election
Appears in 1 contract
Sources: Office Sublease (Advancepcs)
Assignment and Subletting. Section 18.01 If In the event Tenant should desire to assign this the Lease or sublet the Premises (or any part thereof)Premises, Tenant shall give Landlord written notice of such desire at least 60 thirty five (35) days in advance thereofof the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of 30 twenty-one (21) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
either (ai) to terminate this the Lease as to of the space date so affected specified by Tenant in its noticeTenant, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall Tenant will be relieved of all further obligations hereunder as to such space;
hereunder, or (bii) to permit Tenant to assign or sublet such space, subject, however, subject to the subsequent prior written approval of the proposed assignee or subtenant by Landlord, such consent not to be unreasonably withheld or delayed, so long as the use of the Premises by the proposed assignee would be a permitted use and provided that if the Rental rate agreed upon between proposed assignee is of sound financial condition at least equal to Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay as determined in Landlord's reasonable discretion. Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to may refuse to consent to Tenant’s any assignment or subleasing subletting if Landlord believes that the new Tenant would have a negative impact on the Premises or the Building's other tenants. If Landlord should fail to notify Tenant in writing of such spaceelection within said twenty-one (21) day period, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, Landlord shall not be have deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless have waived option (i) above, but written approval by Landlord of the proposed assignee or sub-lessee shall have agreed in writing with still be required. Failure by Landlord to assume and perform each approve a proposed assignee shall not cause a termination of the covenants, obligations, Lease. Any rents or other consideration realized by Tenant under any such sublease and agreements assignment in excess of the Tenant in this Lease includingRents hereunder, without limitation, the provision after amortization of the entry reasonable costs of judgment by confession extra tenant improvements for monetary damages which Tenant has paid and possession as set forth in Section 24.02reasonable subletting and assignment costs, shall at Landlord's option, (i) be paid ninety percent (90%) to Landlord and ten percent (10%) to Tenant, or (ii) be paid to the Tenant. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations any obligation under this the Lease. Any attempted assignment or sublease by Tenant in violation of subletting which conflicts with the terms and provisions of this Section 18.01 hereof shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Sources: Commercial Lease (Bui Inc)
Assignment and Subletting. Section 18.01 If A. Tenant should desire to assign shall not assign, transfer or mortgage or otherwise encumber this Lease Lease, whether voluntarily, by operation of law or sublet the Premises otherwise (or any part thereofcollectively, an "Assignment"), Tenant shall give Landlord without the prior written notice at least 60 days in advance thereof. Landlord shall then have a period consent of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to which consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless unreasonably withheld, conditioned or delayed provided that the proposed assignee assignee, transferee or sub-lessee mortgagee (collectively, an "Assignee") in connection with such Assignment: (1) is compatible with the class, quality and stature of the Building and its tenants; (2) shall have agreed in writing with Landlord use the Premises only for the purposes and manner permitted under this Lease; and (3) has the financial capability to assume undertake and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s its obligations under this Lease, all to the reasonable satisfaction of Landlord. Any attempted assignment or sublease by Tenant Assignment without Landlord's prior written consent shall be void and confer no rights upon any third party. Regardless of whether an Assignment is effected in violation of or in compliance with the terms of this Lease, Landlord may collect rent from the Assignee and apply the net amount collected to the rent herein reserved, but no such Assignment or collection shall be deemed a waiver of this covenant, acceptance of the Assignee as tenant, or release of Tenant under this Lease. If Landlord consents to an Assignment, Tenant shall nevertheless remain liable for the payment and performance of all covenants and obligations of the tenant under this Lease, and Landlord's prior written consent to any further Assignment shall be required. In addition, if Tenant requests Landlord's consent to an Assignment, Tenant shall reimburse Landlord for reasonable legal fees and expenses, and costs incurred in connection with the preparation and review of the documents to effectuate the Assignment. Notwithstanding the foregoing provisions of this Section 18.01 16.A, Landlord shall be void. In no event consent to an Assignment in which Tenant sells or otherwise transfers all or substantially all of Tenant's stock or assets; provided that, at least thirty (30) days prior to such Assignment, Tenant notifies Landlord of the proposed Assignment and provides evidence reasonably acceptable to Landlord that: (1) the proposed Assignee shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In use the event of an assignment of Premises only for the purposes and manner permitted under this Lease; (2) the proposed Assignee is compatible with the class, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney quality and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part stature of the Building and any and all its tenants; (3) after giving effect to the transaction giving rise to such Assignment, the proposed Assignee shall have a net worth equal to or greater than the Tenant's net worth as of its rights under the date of this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.;
Appears in 1 contract
Assignment and Subletting. Section 18.01 If (a) Subject to Landlord’s rights to notice and other restrictions expressly set forth in this clause 16(a) and any other applicable provision of this Lease, Tenant should desire may assign this Lease or sublet the Premises, in whole or in part, without the prior written consent of Landlord. Notwithstanding the forgoing: (i) Tenant shall notify Landlord prior to any such assignment or subletting; (ii) Tenant may not assign this Lease or sublet the Premises to any governmental authority or agency, without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion; (iii) Tenant may not assign this Lease or sublet the Premises to a tenant which shall house, on a permanent basis, more than one (1) person per 150 rentable square feet of the Premises occupied by such tenant; (iv) Tenant may not assign this Lease or sublet the Premises to any part thereof)company engaged in the retail sale of securities; and (v) Tenant may only assign its rights with respect to exterior signage on the Building set forth in clause 6(a) of Attachment 8 to this Lease to a tenant that meets the occupancy requirement of Tenant with respect thereto, and in the event Tenant assigns such rights, Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt must assign all of such notice within which rights (i.e. the rights with respect to notify Tenant exterior signage on the Building set forth in writing that Landlord elects either:
(aclause 6(a) of Attachment 8 to terminate this Lease as to the space so affected may not be held by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;more than one (1) tenant).
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an Upon any assignment of this Lease, or upon any sublease, Tenant shall pay to Landlord as additional rent fifty percent (50%) of: (1) in the case of an assignment, an amount equal to all sums and other consideration paid to Tenant by the assignee for or by reason of such assignment (excluding any sums paid for the sale, rental or use of Tenant’s property, and any sums reasonably attributable to the value of Tenant’s contribution to the cost of the Tenant Improvements or Tenant’s cost for alterations to the Premises), less the expenses actually paid by Tenant in connection with the assignment; and (2) in the case of a sublease, any rents, additional charges or other consideration payable under the sublease to Tenant by the subtenant (excluding any sums paid for the sale, rental or use of Tenant’s property, and any sums reasonably attributable to the value of Tenant’s contribution to the cost of the Tenant Improvements or Tenant’s cost for alterations to the Premises) which are in excess of the Rent during the term of the sublease in respect of the subleased space, less the reasonable expenses actually paid by Tenant in connection with the subletting. The sums payable hereunder shall be paid to Landlord as and when payable by the assignee or subtenant to Tenant. Notwithstanding the foregoing, no amount shall be payable to Landlord pursuant to this clause 16(b) in respect of any assignment or sublease to any parent, subsidiary, affiliate or controlled limited liability company, partnership, corporation or other entity, or to a limited liability company, partnership, corporation or other entity into which Tenant may be converted or with which Tenant may merge or into which Tenant or its assets may be consolidated.
(c) No assignment or subletting shall affect the continuing primary liability of Tenant (which, following an assignment, shall be joint and several with the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney ) and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord Tenant shall not be released from performing any further obligations hereunderof the terms, covenants and Tenant agrees to look solely to Landlord’s successor in interest for performance conditions of such obligationsthis Lease.
Appears in 1 contract
Sources: Lease Agreement (Wells Real Estate Investment Trust Inc)
Assignment and Subletting. Section 18.01 If (a) In the event Tenant should desire desires to assign this Lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice of such desire at least 60 ten (10) days in advance thereofof the date on which Tenant desires to enter into such assignment or sublease. Landlord shall then have a period of 30 thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
any of the following options (awhich options shall be within the sole and absolute discretion of Landlord): (i) to terminate this Lease as to the space so affected by Tenant in its noticethe proposed assignment or sublease as of the date specified by Tenant, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall Tenant will be relieved of all further obligations hereunder after such date as to such space;
; or (bii) to permit Tenant to assign or sublet such space, space subject, however, to the subsequent written approval of the proposed assignee or subtenant sublessee by Landlord, and provided which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that if the Rental rental rate agreed upon between Tenant and its proposed subtenant sublessee is greater than the Rental rental rate that Tenant must pay Landlord hereunderpayable under this Lease, then 100% fifty percent (50%) of such excess Rental shall be considered additional Rental owed rental after deducting therefrom any costs incurred by Tenant to Landlord, in connection with such rental and each installment thereof) shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; oras Additional Rent hereunder within five (5) days of Tenant's receipt thereof.
(cb) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each In respect of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No foregoing: (i) no assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations any obligation under this Lease. Any ; (ii) any attempted assignment or sublease by Tenant in violation of the terms and conditions of this Section 17 shall be void; and (iii) the provisions of this Section 18.01 17 shall be void. In no event shall apply fully to any subsequent assignment or subletting by an assignee or sublessee.
(c) Notwithstanding anything in this Lease to the contrary, Tenant solicit assignees may assign this Lease or sub lessees in other Buildings owned sublease the Premises to (i) any entity that controls, is controlled by or is under common control with Tenant; or (ii) any entity resulting from the merger or consolidation with Tenant or any entity that acquires substantially all of the assets of Tenant, provided the financial condition of the resulting entity is satisfactory to Landlord, or at less than a fair market ratein Landlord's reasonable judgment. In Landlord's consent shall not be required to the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee foregoing events provided Landlord has executed the samebeen given fifteen (15) days prior written notice thereof.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Assignment and Subletting. Section 18.01 If Tenant should desire Not without the prior written consent of Landlord to assign this Lease Lease, to make any sublease, or sublet to permit occupancy of the Premises (or any part thereof)thereof by anyone other than Tenant, Tenant shall give voluntarily or by operation of law, except as hereinafter provided; as Additional Rent, to reimburse Landlord written notice at least 60 days promptly for reasonable legal and other expenses incurred by Landlord in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:
(a) to terminate this Lease as to the space so affected connection with any request by Tenant in its notice, in which event Tenant, for consent to assignment or subletting (subject to the provisions of this Lease which expressly survive Section 5.1.12 hereof); no assignment or subletting shall affect the termination hereofcontinuing primary liability of Tenant (which, following assignment, shall be relieved joint and several with the assignee); no consent to any of all further obligations hereunder the foregoing in a specific instance shall operate as a waiver in any subsequent instance. Landlord's consent to any proposed assignment or subletting is required both as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, the terms and conditions thereof and as to the subsequent written approval consistency of the proposed assignee's or subtenant's business with other uses and tenants in the Building. In addition, as to any assignee (but not as to any sublessee) Landlord's consent shall be required as to the reasonable creditworthiness of the proposed assignee or subtenant by in view of market conditions then prevailing for leases having terms and conditions comparable to this Lease. Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to 's consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No any assignment or subletting by Tenant shall relieve not be unreasonably withheld, provided that Tenant is not then in default under this Lease and that such assignee or subtenant pays therefor the greater of the Fixed Rent, Additional Rent, and all other payments then payable hereunder, or the then fair market rent for the Premises. If Tenant requests Landlord's consent to assign this Lease or to sublet any portion of the Premises such that Tenant shall not occupy at least 40,000 r.s.f. of the Premises after the date of commencement of such sublease, Landlord shall have the option, exercisable by written notice to Tenant given within 10 days after receipt of such request, to terminate this Lease as of the date of commencement the proposed sublease or assignment; provided, however, that Tenant shall have the right to rescind any such request in the event Landlord elects to so terminate this Lease by notice given to Landlord within five (5) days after the date of such termination notice from Landlord, in which event such termination notice shall be of no further force or effect; If, at any time during the Term of this Lease, Tenant is:
(i) a corporation or a trust (whether or not having shares of beneficial interest) and there shall occur any change in the identity of any of the persons then having power to participate in the election or appointment of the directors, trustees or other persons exercising like functions and managing the affairs of Tenant’s obligations under this Lease. Any attempted assignment ; or
(ii) a partnership or sublease by Tenant association or otherwise riot a natural person (and is not a corporation or a trust) and there shall occur any change in violation the identity of any of the terms persons who then are members of such partnership or association or who comprise Tenant; Tenant shall so notify Landlord and Landlord may terminate this Lease by notice to Tenant given within 90 days thereafter if, in Landlord's reasonable judgment, the credit of Tenant is thereby impaired. This paragraph shall not apply if the initial Tenant named herein is a corporation and the outstanding voting stock thereof is listed on a recognized securities exchange. Notwithstanding the foregoing provisions of this Section 18.01 shall be void5.2.1, Tenant may assign this Lease or sublet any portion of the Premises without Landlord's consent to (i) any successor of Tenant resulting from an acquisition of all or substantially all of Tenant's assets or a merger or consolidation of Tenant and (ii) any Affiliate of Tenant (as hereinafter defined) whose net worth is equal to or greater than the net worth of Tenant as of the date hereof, provided that Tenant provides Landlord at least thirty (30) days prior notice of such assignment or subletting pursuant to either of the foregoing clauses (i) or (ii). In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this LeaseAs used herein, the assigneeterm "Affiliate of Tenant" shall mean and refer to any entity controlled by, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the samecontrolling or under common control with Tenant.
Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.
Appears in 1 contract
Assignment and Subletting. Section 18.01 If A. Supplementing Article 11 of this Lease, Tenant should shall be permitted to assign its lease, or sublet a) not more than 10,000 square feet of useable space during the first five years of this Lease for a term to expire before the expiration of the fifth year of the Lease, b) after the expiration of the fifth year of this Lease no more than 15,000 square feet of useable space during the balance of the term of this Lease or c) sublet the entire demised premises for substantially the remaining term of the Lease, only with Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld, conditioned or delayed, provided that Tenant is not otherwise in default of the terms, covenants, and conditions of this Lease, beyond any applicable notice and cure periods. Landlord shall respond to Tenant's request for consent to assign its lease or sublet all or a portion of the Demised Premises as soon as practicable, but in no event later than thirty (30) days after receiving Tenant's request.
B. On condition Tenant is not in default of any of the obligations, covenants or agreements in this Lease, beyond any applicable notice and cure periods, including, but not limited to, the obligation to pay rent and additional rent, if Tenant shall, at any time or times during the term of this Lease, desire to assign this Lease or sublet the Demised Premises (or any part thereof)as provided in subparagraph A, above, Tenant shall give notice thereof to Landlord, which notice shall be accompanied by:
(i) a duplicate original of the proposed assignment or sublease, the effective or commencement date of which shall be not less than thirty (30) days after the giving of such notice; (ii) a statement setting forth, in reasonable detail, the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises; and (iii) current financial information in a form reasonably acceptable to Landlord written notice at least 60 days with respect to the proposed assignee or sublessee, including a financial statement as compiled by such proposed sublessee's or assignee's certified public accountant and, if available, reviewed in advance thereofaccordance with generally accepted accounting principles, and the previous two years' federal income tax returns (including any extensions if no return has yet been filed).
C. Each subletting pursuant to this Article shall be subject to all of the covenants, agreements, terms, provisions and conditions contained in this lease. Notwithstanding any such subletting and/or acceptance of rent or additional rent by Landlord from any subtenant, Tenant shall and will remain fully liable for the payment of the Base Rent and Additional Rent due, and to become due, hereunder, for the performance of all of the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed and for all acts and omissions of any licensee, subtenant, or any other person claiming under or through any subtenant that shall be in violation of any of the obligations of this lease, and any such violation shall be deemed to be a violation by Tenant. Tenant further agrees that, notwithstanding any such subletting, no other and further subletting of the Demised Premises by Tenant, or any person claiming through or under Tenant shall, or will be, made, except upon compliance with, and subject to, the provisions of this Article. If Landlord shall then have decline to give its consent to any proposed assignment or sublease, Tenant shall indemnify, defend and hold Landlord harmless from and against any and all losses, liabilities, damages, costs and expenses (including reasonable counsel fees) resulting from any claims that may be made against Landlord by the proposed assignee or subtenant or by any brokers or other, persons claiming a period of 30 days following receipt of such notice within which commission or similar compensation in connection with the proposed assignment or sublease.
D. With respect to notify Tenant in writing that Landlord elects eithereach and every proposed sublease or assignment, as the case may be, it is further agreed that:
(a) no subletting shall be for a term ending later than one day prior to terminate the Expiration Date of this lease;
(b) no sublease shall be valid, and no subtenant shall take possession of the Demised Premises or any part thereof, until an executed counterpart of such sublease has been delivered to Landlord;
(c) each sublease shall provide that it is subject and subordinate to the Lease and to the matters to which this lease is or shall be subordinate, and that, in the event of termination, re-entry, or dispossess by Landlord under this lease, Landlord may, at its option, take over all of the right, title and interest of Tenant as sublandlord under such sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not (i) be liable for any previous act or omission of Tenant under such sublease, (ii) be subject to any offset, not expressly provided in such sublease, that theretofore accrued to such subtenant against Tenant or (iii) be bound by any previous modification of such sublease or by any previous prepayment of more than one month's fixed rent or any additional rent then due; and
(d) the proposed assignee or sublessee is not then an occupant of any part of the Building, unless Landlord is unable to provide suitable space required by such occupant, or a party who dealt with Landlord or Landlord's agent (directly or through a broker) and had submitted an offer letter with respect to space in the Building during the 12 months immediately preceding Tenant's request for Landlord consent;
(e) there shall be no more than one assignment during the term of this lease;
(f) any options to extend or renew this Lease shall not be exercisable by any assignor nor transferred with any assignment, but shall be personal only to the signatory Tenant;
(g) the advertised base rent collectible under the sublease shall not be less than the market rent that Landlord is advertising for leasing other space in the Building (but Tenant shall not be prohibited from subletting for less than such market rent so long as the sublease rent is kept confidential);
(h) the proposed use for the subtenant or assignee shall conform to the requirements of this Lease; and
(i) there shall be due from the Tenant, assignee or sublessee (and collectible as additional rent) the costs incurred by Landlord with respect to approving the proposed sublease or assignment, including all professional and/or attorneys fees incurred to prepare any required documents; Landlord shall use its reasonable efforts to keep such costs to a minimum.
E. Any sublease, assignment, or transfer, whether made with Landlord's consent or otherwise shall be made only if, and shall not be effective until, the sublessee or assignee shall execute, acknowledge and deliver to Landlord an agreement, in form and substance reasonably satisfactory to Landlord, whereby the sublessee or assignee shall assume all of the obligations of this Lease with respect to the space so affected by sublet or assigned thereafter on the part of Tenant to be performed or observed, except that the obligation to pay rent or additional rent shall be as set forth in its noticethe sublease, in which event Tenantassignment or transfer document. Notwithstanding such sublessee, subject to assignment or transfer the provisions of this Article and Article 11 shall continue to be binding in respect of all future assignments, sublettings and other transfers. The original named Tenant covenants that, notwithstanding any assignment, subletting or transfer, whether or not in violation of the provisions of this lease, and notwithstanding the acceptance of fixed rent and/or additional rent by Landlord from an assignee, sublessee, transferee, or any other party, the original named Tenant shall remain fully liable for the payment of the Base Rent and Additional Rent (less any fixed rent and/or additional rent actually received by Landlord) and for the other obligations of this Lease which expressly survive on the termination hereofpart of Tenant to be performed or observed.
F. Within thirty (30) days after Tenant sends to Landlord its request to sublet the entire Demised Premises or assign in accordance with this Article, above, Landlord shall have the option of recapturing the entire Demised Premises as of the effective or commencement date of the proposed assignment or sublease. If Landlord exercises this option it shall be in writing to Tenant and this Lease shall terminate and expire as if said day were the day originally fixed herein for the end and expiration of the term of this Lease, and Tenant shall be relieved of all further obligations hereunder as to such space;
(b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or
(c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant .
G. The parties agree that in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same.
Section 18.02 Landlord may sell, transfer, assign, and convey all Lease or any part sublease of the Building and space, Tenant shall not receive any and all consideration for the assignment, whether as a direct payment, brokerage fee, finder's fee or for fixtures, improvements or other consideration in any way related to the assignment or assignment transaction or sublease or sublease transaction either directly or indirectly without notifying Landlord at the time of its rights giving Landlord notice of the intended assignment or sublease. The failure to give Landlord notice of such consideration shall constitute a substantial default under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and . With respect to the foregoing in the event Landlord assigns its rights under this Leaseof such assignment, Landlord shall be released entitled to fifty (50%) percent of the net consideration received by Tenant for the assignment (i.e. after deducting Tenant's cost relating to such assignment for brokerage commissions, advertising, reasonable attorney's fees and disbursements, costs and expenses paid to Landlord hereunder, free rent, reasonable improvement costs to the demised premises and other reasonable cost incurred with respect to such assignment), payable to Landlord within fifteen (15) days after such consideration is received by Tenant. In the case of a sublet only any consideration received by Tenant from any further obligations hereunder, subtenant in excess of the rent and additional rent payable by Tenant agrees ("Excess Rent") shall be paid to look solely to Landlord’s successor in interest for performance of Landlord within fifteen days after such obligations.consideration is received by Tenant. The Excess Rent shall be calculated as follows:
Appears in 1 contract
Sources: Lease Agreement (Opus360 Corp)