Assignment by Tenant. (i) Except as set forth in Paragraph 18(a) below and subject to the terms of any Prime Lease, if any, Tenant may not assign its interest in this Lease, in whole or in part, or sublet the Leased Premises, in whole or in part, or mortgage, pledge or otherwise encumber its interest in this Lease or its leasehold estate in the Leased Premises, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and any attempt to do so without obtaining such prior written consent shall be void and of no force or legal effect. (ii) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any permitted sublease of the Leased Premises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence and during the continuance of an Event of Default. (iii) Notwithstanding any assignment, Tenant shall at all times remain fully, primarily, and directly responsible and liable for the payment of all Rent herein specified and for compliance with all of Tenant’s other obligations under this Lease. No direct collection by Landlord from any such assignee, sublessee, or other occupant shall be construed to constitute a novation or a release of Tenant from the performance of its obligations hereunder. (iv) If Tenant is a corporation or limited liability company, then any transfer whether in one transaction or a series of transactions of this Lease from Tenant by merger, consolidation or dissolution or any change in ownership or power to vote a majority of the voting stock or membership interests in Tenant outstanding at the time of execution of this instrument (or at any future time) shall constitute an assignment for the purpose of this Lease. If Tenant is a general partnership having one or more corporations, limited liability companies or other entities as partners or if Tenant is a limited partnership (of any variety) having one or more corporations, limited liability companies or other entities as general partners, the provisions of the preceding sentence shall apply to each of such corporations, limited liability companies or other entities as if such corporation, limited liability company or other entity alone had been the Tenant hereunder. If Tenant is a general partnership, then the transfer whether in one transaction or a series of transactions of a majority of the partnership interest of Tenant as existing at the time of execution of this instrument (or at any future time) shall constitute an assignment for the purpose of this Lease. If Tenant is a limited partnership, then the assignment whether in one transaction or a series of transactions of all or any portion of the interest of a general partner of Tenant shall constitute an assignment for the purpose of this Lease. If Tenant is another type of entity, then any change in the power to control such entity shall constitute an assignment for the purposes of this Lease. In the event of a Tenant with a multi-tiered organizational structure, the provisions of this Paragraph 17(a)(iv) shall be liberally construed to be applicable to all entities with a direct or indirect ownership interest in the ownership hierarchy of Tenant. (v) Except as set forth in Paragraph 18(a) below, if Tenant requests Landlord’s consent to an assignment of this Lease or a sublease of all or a part of the Leased Premises, Landlord shall have the option (to be exercised within thirty (30) days from submission of Tenant’s written request) to cancel this Lease (or the applicable portion thereof as to a partial subletting) as of the commencement date stated in the above-mentioned proposed assignment or sublease. If Landlord elects to cancel this Lease as stated, then the Term of this Lease, and the tenancy and occupancy of the Leased Premises by Tenant thereunder, shall cease, terminate, expire, and come to an end with respect to that portion of the Leased Premises so transferred as if the cancellation date were the original termination date of this Lease and Tenant shall pay to Landlord all costs or charges which are the responsibility of Tenant hereunder with respect to that portion of the Leased Premises so transferred and Tenant shall, at its own cost and expense, discharge in full any outstanding commission obligation of Landlord with respect to this Lease, or any part hereof so cancelled. Thereafter Landlord may lease the Leased Premises to the prospective transferee without liability to Tenant. (vi) Concurrently with Tenant’s notice of any request for consent to a an assignment or subletting, Tenant shall pay to Landlord a fee of $1,000.00 to defray Landlord’s expenses in reviewing such request and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorney’s fees incurred in connection with any such request. (vii) Notwithstanding any provision of this Lease (including, without limitation, Paragraph 17(a) or Paragraph 18 below) to the contrary, under no circumstances shall this Lease be assigned (or deemed assigned pursuant to Paragraph 17(a)(iv) above) by Tenant, in whole or in part, such that, as a result thereof, the representations and warranties of Tenant contained in Paragraph 34 of this Lease shall be or become untrue or inaccurate in any respect, and any attempt by Tenant to do so shall be void and of no force or legal effect.
Appears in 1 contract
Assignment by Tenant. (i) Except as set forth in Paragraph 18(a) below and Tenant shall have the right, subject to the terms and conditions hereinafter set forth, without the consent of any Prime Leasebut with a minimum of sixty (60) days prior written notice to Landlord, if any, Tenant may not to assign its interest in this Lease, in whole or in part, or sublet the Leased Premises, in whole or in part, or mortgage, pledge or otherwise encumber its interest in this Lease or its leasehold estate in the Leased Premises, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and any attempt to do so without obtaining such prior written consent shall be void and of no force or legal effect.
(ii) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any permitted sublease of the Leased Premises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence and during the continuance of an Event of Default.
(iii) Notwithstanding any assignment, Tenant shall at all times remain fully, primarily, and directly responsible and liable for the payment of all Rent herein specified and for compliance with all of Tenant’s other obligations under this Lease. No direct collection by Landlord from any such assignee, sublessee, or other occupant shall be construed to constitute a novation or a release of Tenant from the performance of its obligations hereunder.
(iv) If Tenant is a corporation or limited liability company, then any transfer whether in one transaction or a series of transactions of this Lease from Tenant by merger, consolidation or dissolution or any change in ownership or power to vote a majority of the voting stock or membership interests in Tenant outstanding at the time of execution of this instrument (or at any future time) shall constitute an assignment for the purpose of this Lease. If Tenant is a general partnership having one or more corporations, limited liability companies or other entities as partners or if Tenant is a limited partnership (of any variety) having one or more corporations, limited liability companies or other entities as general partners, the provisions of the preceding sentence shall apply to each of such corporations, limited liability companies or other entities as if such corporation, limited liability company or other entity alone had been the Tenant hereunder. If Tenant is a general partnership, then the transfer whether in one transaction or a series of transactions of a majority of the partnership interest of Tenant as existing at the time of execution of this instrument (or at any future time) shall constitute an assignment for the purpose of this Lease. If Tenant is a limited partnership, then the assignment whether in one transaction or a series of transactions of sublet all or any portion of the interest Premises to a corporation or other entity which controls, is controlled by, or is under common control with, Tenant, or to a corporation or other entity resulting from a merger or consolidation with Tenant, or to any person or entity which acquires substantially all of a general partner the assets of Tenant as a going concern; provided (i) the assigning or subletting entity and any guarantor remains liable for all of Tenant's obligations hereunder; (ii) there exists no Event of Default under this Lease either at the time Tenant notifies Landlord of such proposed assignment or sublease or at the time such assignment or sublease is to become effective; (iii) Tenant delivers to Landlord an executed copy of the proposed sublease or assignment; (iv) the proposed sublease or assignment shall constitute an assignment for the purpose of meet all use requirements and restrictions set forth in this Lease. If Tenant is another type ; and (v) the credit quality of entity, then any change the proposed assignee shall be at least equal to that of Tenant; and (vi) in the power to control event the assigning or subletting entity will not continue as a viable, going concern after the date of such entity shall constitute an assignment for the purposes of this Lease. In the event of a Tenant with a multi-tiered organizational structureor sublease, the fair, salable value of the assets of such assignee or sublessee must not be less than the amount that will be required to pay its probable liability on its existing debts as they mature. The provisions of this Paragraph 17(a)(iv) Section 6.01 shall be liberally construed applicable only to be applicable the original Tenant pursuant to all entities with this Lease Agreement and shall not apply to any successive tenant as a direct or indirect ownership interest in result of the ownership hierarchy of Tenant.
(v) Except as set forth in Paragraph 18(a) below, if Tenant requests Landlord’s consent to an assignment of this Lease or a sublease of all or a part of the Leased Premises, Landlord shall have the option (to be exercised within thirty (30) days from submission of Tenant’s written request) to cancel this Lease (or the applicable portion thereof as to a partial subletting) as of the commencement date stated in the above-mentioned proposed assignment or sublease. If Landlord elects to cancel this Lease as stated, then the Term of this Lease, and the tenancy and occupancy of the Leased Premises by Tenant thereunder, shall cease, terminate, expire, and come to an end with respect to that portion of the Leased Premises so transferred as if the cancellation date were the original termination date of this Lease and Tenant shall pay to Landlord all costs or charges which are the responsibility of Tenant hereunder with respect to that portion of the Leased Premises so transferred and Tenant shall, at its own cost and expense, discharge in full any outstanding commission obligation of Landlord with respect to this Lease, or any part hereof so cancelled. Thereafter Landlord may lease the Leased Premises to the prospective transferee without liability to TenantAgreement.
(vi) Concurrently with Tenant’s notice of any request for consent to a an assignment or subletting, Tenant shall pay to Landlord a fee of $1,000.00 to defray Landlord’s expenses in reviewing such request and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorney’s fees incurred in connection with any such request.
(vii) Notwithstanding any provision of this Lease (including, without limitation, Paragraph 17(a) or Paragraph 18 below) to the contrary, under no circumstances shall this Lease be assigned (or deemed assigned pursuant to Paragraph 17(a)(iv) above) by Tenant, in whole or in part, such that, as a result thereof, the representations and warranties of Tenant contained in Paragraph 34 of this Lease shall be or become untrue or inaccurate in any respect, and any attempt by Tenant to do so shall be void and of no force or legal effect.
Appears in 1 contract
Assignment by Tenant. (i) Except as set forth in Paragraph 18(a) below and subject to the terms of any Prime Lease, if any, Tenant may not assign its interest in this Lease, in whole or in part, or sublet the Leased Premises, in whole or in part, or mortgage, pledge or otherwise encumber its Tenant’s interest in this Lease or its leasehold estate in to a third party so long as (i) Tenant remains fully liable and responsible for the Leased Premisesobligations imposed by this Lease and (ii) Landlord consents to such assignment, without the prior written with such consent of Landlord, which consent shall not to be unreasonably withheld, conditioned or delayed, and any attempt . If Tenant shall desire Landlord’s consent to do so without obtaining such prior written consent shall be void and of no force or legal effect.
(ii) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any permitted sublease of the Leased Premises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence and during the continuance of an Event of Default.
(iii) Notwithstanding any assignment, Tenant shall at all times remain fullynotify Landlord in writing, primarily, and directly responsible and liable for which notice (the payment of all Rent herein specified and for compliance with all of Tenant’s other obligations under this Lease. No direct collection by Landlord from any such assignee, sublessee, or other occupant “Notice”) shall be construed to constitute a novation or a release of Tenant from include (i) the performance of its obligations hereunder.
(iv) If Tenant is a corporation or limited liability company, then any transfer whether in one transaction or a series of transactions of this Lease from Tenant by merger, consolidation or dissolution or any change in ownership or power to vote a majority proposed effective date of the voting stock or membership interests in Tenant outstanding at the time of execution of this instrument (or at any future time) assignment, which shall constitute an assignment for the purpose of this Lease. If Tenant is a general partnership having one or more corporations, limited liability companies or other entities as partners or if Tenant is a limited partnership (of any variety) having one or more corporations, limited liability companies or other entities as general partners, the provisions of the preceding sentence shall apply to each of such corporations, limited liability companies or other entities as if such corporation, limited liability company or other entity alone had been the Tenant hereunder. If Tenant is a general partnership, then the transfer whether in one transaction or a series of transactions of a majority of the partnership interest of Tenant as existing at the time of execution of this instrument (or at any future time) shall constitute an assignment for the purpose of this Lease. If Tenant is a limited partnership, then the assignment whether in one transaction or a series of transactions of all or any portion of the interest of a general partner of Tenant shall constitute an assignment for the purpose of this Lease. If Tenant is another type of entity, then any change in the power to control such entity shall constitute an assignment for the purposes of this Lease. In the event of a Tenant with a multi-tiered organizational structure, the provisions of this Paragraph 17(a)(iv) shall not be liberally construed to be applicable to all entities with a direct or indirect ownership interest in the ownership hierarchy of Tenant.
(v) Except as set forth in Paragraph 18(a) below, if Tenant requests Landlord’s consent to an assignment of this Lease or a sublease of all or a part of the Leased Premises, Landlord shall have the option (to be exercised within less than thirty (30) days from submission nor more than one hundred eighty (180) days after the date of Tenant’s written requestdelivery of the Notice, (ii) all of the terms of the proposed assignment and the consideration therefor, including a calculation of the “Transfer Premium,” as that term is defined in Section 14.3, below, in connection with such assignment, the name and address of the proposed assignee, and a copy of all existing and/or proposed documentation pertaining to cancel this Lease (the proposed assignee, including all existing operative documents to be executed to evidence such assignment or the applicable portion thereof as agreements incidental or related to a partial sublettingsuch assignment, (iv) as current financial statements of the commencement date stated proposed assignee certified by an officer, partner or owner thereof, and any other information required by Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed assignee, nature of such assignee’s business and proposed use of the Subject Space, (v) an executed estoppel certificate from Tenant in the above-mentioned proposed assignment or sublease. If Landlord elects to cancel this Lease form attached hereto as stated, then the Term of this LeaseExhibit E, and the tenancy and occupancy of the Leased Premises by Tenant thereunder, shall cease, terminate, expire, and come to an end with respect to that portion of the Leased Premises so transferred (vi) such other information as if the cancellation date were the original termination date of this Lease and Tenant shall pay to Landlord all costs or charges which are the responsibility of Tenant hereunder with respect to that portion of the Leased Premises so transferred and Tenant may reasonably require. Any assignment made without Landlord’s prior written consent shall, at its own cost and expense, discharge in full any outstanding commission obligation of Landlord with respect to this Lease, or any part hereof so cancelled. Thereafter Landlord may lease the Leased Premises to the prospective transferee without liability to Tenant.
(vi) Concurrently with Tenant’s notice of any request for consent to a an assignment or subletting, Tenant shall pay to Landlord a fee of $1,000.00 to defray Landlord’s expenses in reviewing such request and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorney’s fees incurred in connection with any such request.
(vii) Notwithstanding any provision of this Lease (includingoption, without limitationbe null, Paragraph 17(a) or Paragraph 18 below) to the contrary, under no circumstances shall this Lease be assigned (or deemed assigned pursuant to Paragraph 17(a)(iv) above) by Tenant, in whole or in part, such that, as a result thereof, the representations and warranties of Tenant contained in Paragraph 34 of this Lease shall be or become untrue or inaccurate in any respect, and any attempt by Tenant to do so shall be void and of no force or legal effect, and shall, at Landlord’s option, constitute a default by Tenant under Section 19.1.
Appears in 1 contract
Sources: Office Lease (Trinet Group Inc)
Assignment by Tenant. Tenant shall have the following rights to -------------------- assign or otherwise transfer Tenant's Estate:
A. Tenant shall have the absolute right to assign or otherwise transfer all or part of Tenant's Estate so long as the assigning Tenant and its assignee both agree to become personally liable for the full and faithful performance of the Tenant's obligations under this Lease and the assignee acquires all necessary licenses to continue the Gaming Operation then being conducted on the Premises.
B. Tenant shall also have the right to assign or otherwise transfer all or part of Tenant's Estate to (i) Except as set forth in Paragraph 18(aany person(s) below and subject to the terms of any Prime Lease, if any, Tenant may not assign its interest in this Lease, in whole or in part, or sublet the Leased Premises, in whole or in part, or mortgage, pledge or otherwise encumber its interest in this Lease or its leasehold estate in the Leased Premises, without entity(s) with the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed, and any attempt to do so without obtaining such prior written consent shall be void and of no force or legal effect.
(ii) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any permitted sublease of the Leased Premises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to a "Permitted Assignee" (as defined below) without Landlord, which assignment may be exercised upon and after (but not before) the occurrence and during the continuance of an Event of Default.
(iii) Notwithstanding any assignment, Tenant shall at all times remain fully, primarily, and directly responsible and liable for the payment of all Rent herein specified and for compliance with all of Tenant’s other obligations under this Lease. No direct collection by Landlord from any such assignee, sublessee, or other occupant shall be construed to constitute a novation or a release of Tenant from the performance of its obligations hereunder.
(iv) If Tenant is a corporation or limited liability company, then any transfer whether in one transaction or a series of transactions of this Lease from Tenant by merger, consolidation or dissolution or any change in ownership or power to vote a majority of the voting stock or membership interests in Tenant outstanding at the time of execution of this instrument (or at any future time) shall constitute an assignment for the purpose of this Lease's consent. If Tenant is a general partnership having one so assigns or more corporationstransfers Tenant's Estate pursuant to this subparagraph 13.1B, limited then Tenant shall be released from all further liability companies under this Lease arising or other entities as partners accruing after the effective date of such assignment.
C. No assignment or if transfer by Tenant is a limited partnership pursuant to this paragraph 13.1 shall be effective unless (of any varietyi) having one or more corporations, limited liability companies or other entities as general partners, the provisions Tenant shall have given Landlord reasonable notice of the preceding sentence shall apply to each of such corporations, limited liability companies or other entities as if such corporation, limited liability company or other entity alone had been the Tenant hereunder. If Tenant is a general partnership, then the transfer whether in one transaction or a series of transactions of a majority of the partnership interest of Tenant as existing at the time of execution of this instrument (or at any future time) shall constitute an assignment for the purpose of this Lease. If Tenant is a limited partnership, then the assignment whether in one transaction or a series of transactions of all or any portion of the interest of a general partner of Tenant shall constitute an assignment for the purpose of this Lease. If Tenant is another type of entity, then any change in the power to control such entity shall constitute an assignment for the purposes of this Lease. In the event of a Tenant with a multi-tiered organizational structure, the provisions of this Paragraph 17(a)(iv) shall be liberally construed to be applicable to all entities with a direct or indirect ownership interest in the ownership hierarchy of Tenant.
(v) Except as set forth in Paragraph 18(a) below, if Tenant requests Landlord’s consent to an assignment of this Lease or a sublease of all or a part of the Leased Premises, Landlord shall have the option (to be exercised within thirty (30) days from submission of Tenant’s written request) to cancel this Lease (or the applicable portion thereof as to a partial subletting) as of the commencement date stated in the above-mentioned proposed assignment or sublease. If Landlord elects transfer and, if applicable, appropriate documentation as evidence that the proposed assignee or transferee qualifies as a Permitted Assignee, and (ii) the proposed assignee or transferee shall have agreed in writing to cancel assume and perform all obligations of Tenant under this Lease as stated, then arising after the Term of this Lease, and the tenancy and occupancy of the Leased Premises by Tenant thereunder, shall cease, terminate, expire, and come to an end with respect to that portion of the Leased Premises so transferred as if the cancellation date were the original termination date of this Lease and Tenant shall pay to Landlord all costs or charges which are the responsibility of Tenant hereunder with respect to that portion of the Leased Premises so transferred and Tenant shall, at its own cost and expense, discharge in full any outstanding commission obligation of Landlord with respect to this Lease, or any part hereof so cancelled. Thereafter Landlord may lease the Leased Premises to the prospective transferee without liability to Tenanttransfer.
(vi) Concurrently with Tenant’s notice of any request for consent to a an assignment or subletting, Tenant shall pay to Landlord a fee of $1,000.00 to defray Landlord’s expenses in reviewing such request and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorney’s fees incurred in connection with any such request.
(vii) Notwithstanding any provision of this Lease (including, without limitation, Paragraph 17(a) or Paragraph 18 below) to the contrary, under no circumstances shall this Lease be assigned (or deemed assigned pursuant to Paragraph 17(a)(iv) above) by Tenant, in whole or in part, such that, as a result thereof, the representations and warranties of Tenant contained in Paragraph 34 of this Lease shall be or become untrue or inaccurate in any respect, and any attempt by Tenant to do so shall be void and of no force or legal effect.
Appears in 1 contract