ASSIGNMENT, MORTGAGING AND SUBLETTING. Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, and that neither the Premises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than as stated herein, or be sublet or offered or advertised for subletting, without the prior written consent of Landlord, which consent may not be unreasonably withheld or delayed. Not in limitation of the foregoing, Tenant's request for Landlord's consent to subletting or assignment shall be submitted in writing no later than sixty (60) days in advance of the proposed effective date of such proposed assignment or sublease, which request shall be responded to by Landlord within thirty (30) days of receipt thereof, and which request shall be accompanied by the following information (such information shall be collectively referred to as the "REQUIRED INFORMATION"): (i) the name, current address and business of the proposed assignee or sublessee; (ii) the amount and location of the space within the Premises proposed to be so subleased; (iii) the proposed effective date and duration of the assignment or subletting; and (iv) the proposed rent and other consideration to be paid to Tenant by such assignee or sublessee. Tenant also shall promptly supply Landlord with financial statements and other information as Landlord may request, prepared in accordance with generally accepted accounting principles not more than ninety (90) days old when delivered to Landlord (if available), indicating the net worth, liquidity
Appears in 1 contract
Sources: Lease Agreement (Net Genesis Corp)
ASSIGNMENT, MORTGAGING AND SUBLETTING. Tenant covenants and agrees that neither 12.1 Except as otherwise set forth herein, Sublessee shall not (a) assign or otherwise transfer this Lease nor Sublease or the term Term and estate hereby granted, nor any interest herein (b) sublet all or thereinpart of the Premises or allow the same to be used or occupied by others or in violation of Paragraph 7 hereof, will be assignedor (c) mortgage, mortgaged, pledged, encumbered pledge or otherwise transferred, and that neither the Premises, nor encumber this Sublease or all or any part thereof will be encumbered of the Premises in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than as stated herein, or be sublet or offered or advertised for sublettingSublessee, without the prior written consent of LandlordSublessor in each instance, which consent may shall not be unreasonably withheld withheld, delayed or delayedconditioned. Not In exercising such right of consent to any proposed assignment, subletting or other transfer as described in limitation subparagraphs (a) and (b) of this Paragraph 12.1, Sublessor shall be entitled to take into account any factor or factors relevant to such decision, and the factors which may cause Sublessor to reasonably withhold its consent shall include, but are not limited to, the following: (i) failure of any use proposed by any such proposed sublessee or assignee to comply with the KSL Development Plan; or (ii) failure of any use proposed by any such proposed sublessee or assignee to comply with the Permitted Use or, if applicable, such use as shall be approved in writing by Sublessor; or (iii) failure to utilize a sublease or assignment form approved by Sublessor; or (iv) failure of such sublessee, assignee or other transferee (A) to have a net worth of at least $5,000,000.00 or, if less, demonstrable financial resources sufficient to perform the project to be undertaken pursuant to such sublease, assignment or other transfer, as reasonably determined by Sublessor or (B) to be of good character and reputation; or (v) failure of the foregoingrent provided for in such sublease, Tenant's request for Landlord's consent assignment or other transfer, together with any Recognized Sub-subleases (as hereinafter defined) then in effect, to be sufficient to satisfy the minimum rent requirements set forth on the attached Exhibit "S" (the minimum rent which would be sufficient to satisfy the requirements of this clause (v) is hereinafter referred as the "Minimum Sublease Rent"). Sublessor agrees that the sublease form used by Sublessee shall be acceptable to Sublessor if any such sublease form is substantially identical to the form of this Sublease, without material changes other than as may be necessary or appropriate to reflect the business terms of the sublease transaction, the parties to the transaction, or which are not adverse to or detrimental to the interests of Sublessor, with such other changes as may be approved by Sublessor, which approval shall not be unreasonably withheld, delayed or conditioned, provided that the sublease form satisfies the requirements set forth on the Schedule of Minimum Sub-sublease Requirements attached hereto as Exhibit "S" and incorporated herein (a sublease form which satisfies the requirements of this sentence is hereinafter referred to as an "Approved Sublease Form"). Any assignment or subletting, if consented to by Sublessor, shall be further subject to and conditioned upon the following: (a) at the time of any proposed subletting or assignment, Sublessee shall not be in default beyond any applicable grace period under any of the terms, provisions or conditions of this Sublease; (b) the sublessee or assignee shall occupy only the Premises and conduct its business in accordance with the KSL Development Plan and the Permitted Use or, if applicable, such use as was approved in writing by Sublessor; (c) prior to occupancy, Sublessee and its assignee or sublessee shall execute, acknowledge and deliver to Sublessor a fully-executed counterpart of a written assignment of lease or sublease, as the case may be (consented to by any Guarantor of this Sublease) on a form approved by Sublessor, by the terms of which: (i) in case of an assignment, Sublessee will assign to such assignee Sublessee's entire interest in this Sublease, and all prepaid rents hereunder, and the assignee will accept said assignment and assume and agree to perform as the obligation of such assignee directly to and for the benefit of Sublessor and enforceable by Sublessor, all of the terms, covenants and conditions of this Sublease on Sublessee's part to be performed with respect to the period from and after the date of such assignment; or (ii) in case of a subletting, the sublease in all respects will be subject and subordinate to all of the terms, covenants and conditions of this Sublease; and (d) notwithstanding any such assignment or subletting under the terms of this Paragraph, both Sublessee and any Guarantor will acknowledge that, notwithstanding any such assignment or subletting and the consent of Sublessor thereto, neither Sublessee nor said Guarantor, if any, is released or discharged from any liability whatsoever under this Sublease and both shall continue liable with the same force and effect as though no assignment or sublease has been made. Notwithstanding the foregoing provisions of this Paragraph 12.1 and notwithstanding anything to the contrary contained elsewhere in this Sublease, Sublessee shall be submitted in writing no later entitled to enter into subleases with respect to portions of the Premises other than sixty for Preapproved Projects (60as hereinafter defined) days in advance pursuant to Paragraph 12.4 below, and other than to Affiliates pursuant to Paragraph 12.5 below, to sublessees who are not entitled to the benefits of a Recognized Sub-Sublessee pursuant to Paragraph 12.6 below, without the consent of Sublessor.
12.2 Should Sublessee desire to assign this Sublease or sublet the Premises or any portion thereof and such assignment or sublease requires Sublessor's prior consent hereunder, Sublessee shall give Sublessor written notice of such desire, which notice shall contain (1) the name and address of the proposed effective date assignee or sublessee and its form of organization, (2) the material terms and conditions of the proposed sublease or assignment (including, without limitation, the financial terms of such proposed assignment or subletting and the proposed commencement date of the proposed assignment or sublease), and (3) financial statements for the three (3) most recently completed fiscal years of the proposed assignee or sublessee and such other financial information as Sublessor shall reasonably request (or if the proposed assignee or sublessee has not been extant for at least three [3] years, such financial statements as are available), together with the request that Sublessor approve such assignment or sublease. Sublessor shall have a period of thirty (30) days following receipt of such written notice within which to notify Sublessee in writing that Sublessor elects (A) to deny Sublessee the right to consummate such assignment or sublease, which or (B) permit Sublessee to assign this Sublease or sublet the Premises. In the event Sublessor fails to respond to such written request shall be responded to by Landlord for approval within thirty (30) days of receipt thereofof such request, and which request Sublessor shall be accompanied deemed to have approved such request. In the event of a denial of approval of one or more projects, Sublessor shall specify in reasonable detail the reasons for such disapproval.
12.3 If this Sublease be assigned, whether or not in violation of the terms of this Sublease, Sublessor may collect rent from the assignee. If the Premises or any part thereof be sublet or be used or occupied by anybody other than Sublessee, whether or not in violation of this Sublease, Sublessor may, after default by Sublessee and expiration of Sublessee's time to cure such default, if any, collect rent from the following information subtenant or occupant. In either event, Sublessor may apply the net amount collected to the Rent herein reserved. The consent by Sublessor to an assignment, transfer, encumbering or subletting pursuant to any provision of this Sublease shall not in any way be considered to relieve Sublessee from obtaining the express prior consent of Sublessor to any other or further assignment, transfer, encumbering or subletting. Neither any assignment of this Sublease nor any subletting, occupancy or use of the Premises or any part thereof by any person other than Sublessee, nor any collection of rent by Sublessor from any person other than Sublessee, nor any application of any such rent as provided in this Paragraph 12 shall, under any circumstances, be deemed a waiver of any of the provisions of Paragraph 12.1 hereof, or relieve, impair, release or discharge Sublessee of its obligations fully to perform the terms of this Sublease on Sublessee's part to be performed and Sublessee shall remain fully and primarily liable therefor. Sublessor shall have no liability for brokerage commissions arising out of a transfer by Sublessee and Sublessee shall and does hereby indemnify Sublessor and hold it harmless from any and all liability for brokerage commissions arising out of any such transfer.
12.4 Without further approval by Sublessor but subject to the terms and conditions set forth below in this Paragraph 12.4, Sublessee shall have the right to sublease to third parties up to three (3) proposed projects included within the KSL Development Plan. Each such information shall be project is hereinafter referred to as a "Preapproved Project" and such projects are hereinafter collectively referred to as the "REQUIRED INFORMATIONPreapproved Projects"): ). Sublessee shall have the right to enter into subleases for the Preapproved Projects without the further consent or approval of Sublessor subject to the following terms and conditions:
(a) Construction of a Preapproved Project must commence within five (5) years after the Execution Date;
(b) Any sublease of a Preapproved Project: (i) shall be in compliance with the name, current address and business of the proposed assignee KSL Development Plan or sublesseemodifications thereof approved by Sublessor; (ii) the amount and location shall provide for use of the space within Preapproved Project in accordance with the Premises proposed to Permitted Use or, if applicable, such use as shall be so subleasedapproved in writing by Sublessor; (iii) shall be on an Approved Sublease Form; (iv) shall be a sublease to a sublessee having a net worth of at least $5,000,000.00 or, if less, having demonstrable financial resources sufficient to perform the proposed effective date -project to be undertaken by the sublessee pursuant to such sublease, as reasonably determined by Sublessor; and duration (v) the rent provided for in such sublease shall not be less than the Minimum Sublease Rent;
(c) Any subleases approved by Sublessor under Paragraph 12.1 above shall not be included in the three (3) Preapproved Projects for which no approval of Sublessor is required under this Paragraph 12.4; and
(d) Sublessee shall provide to Sublessor, prior to the execution of a sublease under this Paragraph 12.4, written notice of Sublessee's intention to execute such sublease and evidence reasonably satisfactory to Sublessor that the terms and conditions set forth above have been satisfied.
12.5 Without further approval by Sublessor but subject to the terms and conditions set forth below in this Paragraph 12.5 and elsewhere in this ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇ shall have the right to assign this Sublease or to sublease all or portions of the assignment Premises to any Affiliate of Sublessee. Any such sublease of all or sublettingportions of the Premises to an Affiliate without the further consent or approval of Sublessor shall be subject to the following terms and conditions:
(i) such sublease shall be in compliance with the KSL Development Plan or modifications thereof approved by Sublessor; (ii) such sublease shall provide for use of the subleased portion of the Premises in accordance with the Permitted Use or, if applicable, such use as shall be approved in writing by Sublessor; and (iii) such sublease shall be on an Approved Sublease Form; and (iv) the proposed rent and other consideration provided for in such sublease shall not be less than the Minimum Sublease Rent, except that the minimum rent provided for in such sublease may be less than the Minimum Sublease Rent if such sublease to an Affiliate is not to be paid treated as a Recognized Sub-Sublease pursuant to Tenant the provisions of the last sentence of Paragraph 12.1 above, and such Affiliate shall not be entitled to the benefits of a Recognized Sub-Sublessee pursuant to Paragraph 12.6 below.
(ii) Sublessee shall provide to Sublessor, prior to the execution of a sublease under this Paragraph 12.5, written notice of Sublessee's intention to execute such sublease and evidence reasonably satisfactory to Sublessor that the terms and conditions set forth above have been satisfied.
(A) Any sublease for a Preapproved Project or to an Affiliate, meeting all of the terms and conditions for entering into such sublease without the prior approval of Sublessor, and any other sublease expressly approved by such assignee or sublessee. Tenant also Sublessor pursuant to this Paragraph 12 shall promptly supply Landlord with financial statements and other information as Landlord may request, prepared be entitled to recognition in accordance with generally accepted accounting principles not more than ninety (90) days old when delivered to Landlord (if available), indicating the net worth, liquiditythis Paragraph 12.
Appears in 1 contract
Sources: Sublease (KSL Recreation Group Inc)
ASSIGNMENT, MORTGAGING AND SUBLETTING. Tenant Section 22.01 Tenant, for itself, its heirs, distributee, executors, administrators, legal representatives, successors and assigns, expressly covenants and agrees that neither this Lease nor the term and estate hereby grantedit shall not assign, nor any interest herein or thereinmortgage, will be assignedpledge, mortgaged, pledged, encumbered or otherwise transferredencumber, and that neither all or any part of its interest in this Lease, sublet the Premises, nor in whole or in part, or suffer or permit the Premises or any part thereof will to be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or utilized for desk space or for mailing privileges, occupied by anyone other than Tenant, or for any use or purpose other than as stated herein, or be sublet or offered or advertised for sublettingothers, without the prior written consent of LandlordLandlord in each instance. Any assignment, which consent may not be unreasonably withheld sublease, mortgage, pledge, encumbrance or delayed. Not transfer in limitation contravention of the foregoingprovisions of this Article 22 shall be void.
Section 22.02 If Tenant shall, Tenant's at any time or from time to time, desire to assign its interest in this Lease or to sublet the Premises, the Tenant shall submit to Landlord a written request for Landlord's ’s consent to subletting or assignment shall be submitted in writing no later than sixty (60) days in advance of the proposed effective date of such proposed assignment or subleasesubletting, which request shall be responded to by Landlord within thirty (30) days of receipt thereof, and which request shall be accompanied by the following information (such information shall be collectively referred to as the "REQUIRED INFORMATION"): information: (i) a true copy of the nameproposed instrument of assignment or sublease, current the effective or commencement date of which shall be not less than 60 nor more than 180 days after the giving of such notice, and copies of all other agreements between the parties signed concurrently or in connection with such assignment or sublease; (ii) a statement setting forth in reasonable detail the name and address and business of the proposed assignee or sublesseesubtenant, the nature of its business and the proposed uses of the Premises; and (iii) current financial information about the proposed assignee or subtenant and any guarantor of its obligations, including, without limitation, its most recent financial statement, and any other information Landlord may reasonably request with respect to the proposed assignee or subtenant. Landlord, by notice given to Tenant within sixty (60) days after receipt of Tenant’s request for consent, may terminate this Lease on a date to be specified in said notice (the “Termination Date”), which date shall be not earlier than one (1) day before the effective date of the proposed assignment or subletting nor later than sixty-one (61) days after said effective date, and, in such event, all rent and additional rent due hereunder shall be paid and apportioned to such date, and Tenant shall vacate and surrender the Premises on or before the Termination Date as if it were the Expiration Date. If Landlord shall so exercise its option to terminate this Lease, Landlord shall have the right to let all or portions of the Premises to any person (including, without limitation, Tenant’s proposed assignee or subtenant), without any liability to Tenant.
Section 22.03 If Landlord shall not exercise its option to terminate this Lease pursuant to Section 22.02 above, Landlord shall not unreasonably withhold its consent to the proposed assignment or subletting for the use expressly permitted in this Lease, provided that:
(1) the Premises shall not, without Landlord’s prior consent, have been listed or otherwise publicly advertised for assignment or subletting at a rental rate lower than the higher of (a) the Fixed Rent and all Additional Rent then payable, or (b) the then prevailing rental rate for other space in the Building, and Tenant shall not enter into any sublease at a lower rental rate than the Fixed Rent and all Additional Rent then payable;
(2) Tenant shall employ, as exclusive renting agent for subletting and assignment of this Lease, having the sole and exclusive right to lease, Landlord’s managing agent for the Building or such broker as shall be approved by Landlord;
(3) Tenant shall not then be in default hereunder;
(4) the proposed assignee or subtenant shall have a financial standing, be of a character be engaged in a business, and propose to use the Premises, in a manner in keeping with the standards of the Building;
(5) The proposed assignee or subtenant shall not then be a tenant, subtenant or assignee of any space in the Building, nor shall the proposed assignee or subtenant be a person or entity with whom Landlord is then or has been, within the prior six-month period, negotiating to lease space in the Building;
(6) the character of the business to be conducted in the Premises by the proposed assignee or subtenant shall not be likely to increase building operating expenses, use of elevators, cleaning services or other services in the Building;
(7) there shall be no more than one subtenant in the Premises at any time;
(8) Tenant shall reimburse Landlord on demand for any costs, including reasonable attorneys’ fees and disbursements, that may be incurred by Landlord in connection with said assignment or sublease; and
(9) the proposed assignee or subtenant shall not be any entity which is entitle to diplomatic or sovereign immunity or which is not subject to service of process in the State of New York or to the jurisdiction of the courts of the State of New York and the United States located in New York County. If there is a dispute between Landlord and Tenant as to the reasonableness of Landlord’s refusal to consent to any subletting or assignment, such dispute shall be determined by arbitration in The City of New York in accordance with the prevailing rules of the American Arbitration Association. The arbitrators shall be bound by the provisions of this Lease and shall not add to, subtract from, or otherwise modify such provisions. Notwithstanding any contrary provisions hereof, Tenant hereby waives any claim against Landlord for money damages which it may have based upon any assertion that Landlord has unreasonably withheld or delayed any consent to any assignment or a subletting pursuant to this Article. Tenant agrees that, in the event of any such dispute, its sole remedy shall be an action or proceeding to enforce such provision or for specific performance.
Section 22.04 Every subletting hereunder is subject to the express condition, and by accepting a sublease hereunder each subtenant shall be conclusively deemed to have agreed, that if this Lease should be terminated prior to the Expiration Date or if Landlord should succeed to any portion of Tenant’s estate in the Premises, then at Landlord’s election such subtenant shall either surrender that portion of the Premises to Landlord within sixty (60) days of Landlord’s request therefor, or shall attorn to and recognize Landlord as such subtenant’s landlord under such sublease (except that Landlord shall not be liable for any previous act or omission of Tenant, nor bound by any modification of the Sublease not approved in writing by Landlord, nor liable for any security not received by landlord or any prepaid rent in excess of one month’s rent), and such subtenant shall promptly execute and deliver any instrument Landlord may reasonably request to evidence such attornment.
Section 22.05 Tenant shall deliver to Landlord a copy of each sublease or assignment made hereunder within ten (10) days after the date of its execution. Tenant shall remain fully liable for the due and timely performance of all of Tenant’s obligations hereunder notwithstanding any subletting or assignment provided for herein and, without limiting the generality of the foregoing, shall remain fully responsible and liable to Landlord for all acts and omissions of any subtenant, assignee or anyone claiming by, through or under any subtenant or assignee which 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. Notwithstanding any assignment and assumption by the assignee of the obligations of Tenant hereunder, Tenant herein named, and each immediate or remote successor in interest of Tenant herein named, shall remain liable jointly and severally (as a primary obligor) with its assignee and all subsequent assignees for the performance of Tenant’s obligations hereunder, and shall remain fully and directly responsible and liable to Landlord for all acts and omission on the part of any assignee subsequent to it in violation of any of the obligations of this Lease.
Section 22.06 Each sublease shall be in form and content satisfactory to Landlord, and shall contain provisions setting forth the matters contained in Section 22.04 above, and further provisions that: (i) the sublease is subject and subordinate to this Lease and all amendments and modifications hereof, and (ii) the amount sublease shall not be assigned, transferred, pledged, mortgaged or encumbered by the subtenant, in whole or in part, nor shall the sublet premises be further sublet or used or occupied by persons other than the subtenant, without the prior written consent of Landlord in each instance. No subletting shall end later than one day before the Expiration Date of this Lease.
Section 22.07 No assignment of Tenant’s interest in this Lease shall be binding upon Landlord unless the assignee shall execute, acknowledge and location deliver to Landlord an agreement, in form and substance satisfactory to Landlord, whereby such assignee agrees unconditionally to be personally bound by and to perform all of the space within obligations of Tenant hereunder and further expressly agrees that notwithstanding such assignment the provisions of this Article shall continue to be binding upon such assignee with respect to all future assignments and transfers.
Section 22.08 If Landlord shall have consented to any assignment or subletting, or if there is any transfer of this Lease by operation of law or otherwise, and if Tenant shall receive any consideration from its assignee or subtenant for or in connection with the assignment of Tenant’s interest in this Lease or the subletting of the Premises proposed or any part thereof, as the case may be, or if Tenant shall sublet the Premises or a part thereof at a rental rate (including additional rent) which shall exceed the rental rate payable hereunder (including, in any such case, but not limited to, sums paid for the sale or rental of Tenant’s fixtures, leasehold improvements, equipment, furniture or other personal leasehold property less, in the case of a sale thereof, the then net unamortized or undepreciated cost thereof determined on the basis of Tenant’s federal income tax returns), then Tenant shall pay to Landlord, as Additional Rent hereunder, the amount of such excess. In the case of a subletting of less than the entire Premises, the above calculation of rental rates shall be so subleased; made on a per square foot basis.
Section 22.09 If Tenant or any general partner of Tenant is ever a partnership or corporation or other entity, the provisions of this lease limiting or prohibiting the assignment hereof or subletting of the Premises shall be deemed to have been violated by (i) the transfer or transfers of a partnership interest, stock ownership or other equity interest, or (ii) the issuance of new such partnership or stock interests, or (iii) the proposed effective date merger, dissolution or liquidation, in or of Tenant, or any entity which is a general partner of Tenant, whether voluntarily or by operation of law, if such happening or happenings, individually or in the aggregate result in (a) the admission of a new general partner of Tenant, or (b) a change in control (hereinafter defined ) of Tenant or any general partner of Tenant. As used in the preceding sentence the term “control” shall mean actual operating control of Tenant’s ordinary business operations or a beneficial ownership interest (direct or indirect) of 20% or more in Tenant or any general partner of Tenant. Throughout the term of this Lease, within ten (10) days after request by Landlord, Tenant will advise Landlord by sworn statement in writing as to the identity and duration ownership interests of its shareholders, partners and other principals.
Section 22.10 In the event that Tenant fails to execute and deliver any assignment or sublease to which Landlord consented under the provisions of this Article within forty-five (45) days after the giving of such consent, then Tenant shall again comply with all of the provisions of this Article before assigning its interest in this Lease or subletting the Premises.
Section 22.11 The consent of Landlord to an assignment or a subletting shall not relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting; .
Section 22.12 If Tenant’s interest in this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, upon default by Tenant, Landlord may collect rent from the assignee, subtenant or occupant and (iv) apply the proposed rent net amount collected to the rental herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of the provisions of this Article or of any default hereunder or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further observance or performance by Tenant of all of the covenants, conditions, terms and other consideration provisions on the part of Tenant to be paid performed or observed.
Section 22.13 Tenant agrees to Tenant forever indemnify and hold harmless Landlord from and against the claims of any proposed subtenant or assignee relating to Landlord’s response to Tenant’s request for consent to an assignment or subletting, and claims of any broker who alleges to have played any part in bringing about a proposed sublease or assignment in each case whether or not such sublessor assignment shall be consented to by Landlord and/or consummated, and against all losses, damages, costs and expenses incurred by Landlord (including, without limitation, attorneys fees) relating to or resulting from such assignee claims.
Section 22.14 The listing or sublessee. Tenant also posting of any name, other than that of Tenant, whether on the door or exterior wall of the Premises, the Building’s tenant directory in the lobby or elevator, or elsewhere, shall promptly supply not:
(i) Constitute a waiver of Landlord’s right to withhold consent to any sublet or assignment pursuant to this Article 22.
(ii) Be deemed an implied consent by Landlord with financial statements and other information as Landlord may requestto any sublet of the Premises or any portion thereof, prepared to any assignment or transfer of the Lease, or to any unauthorized occupancy of the Premises, except in accordance with generally accepted accounting principles not more than ninety the express terms of the Lease; or
(90iii) days old when delivered Operate to Landlord (if available), indicating vest any right or interest in the net worth, liquidityLease or in the Premises.
Appears in 1 contract
ASSIGNMENT, MORTGAGING AND SUBLETTING. Tenant Section 22.01 Tenant, for itself, its heirs, distributee, executors, administrators, legal representatives, successors and assigns, expressly covenants and agrees that neither this Lease nor the term and estate hereby grantedit shall not assign, nor any interest herein or thereinmortgage, will be assignedpledge, mortgaged, pledged, encumbered or otherwise transferredencumber, and that neither all or any part of its interest in this Lease, sublet the Premises, nor in whole or in part, or suffer or permit the Premises or any part thereof will to be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or utilized for desk space or for mailing privileges, occupied by anyone other than Tenant, or for any use or purpose other than as stated herein, or be sublet or offered or advertised for sublettingothers, without the prior written consent of LandlordLandlord in each instance. Any assignment, which consent may not be unreasonably withheld sublease, mortgage, pledge, encumbrance or delayed. Not transfer in limitation contravention of the foregoingprovisions of this Article 22 shall be void.
Section 22.02 If Tenant shall, Tenant's at any time or from time to time, desire to assign its interest in this Lease or to sublet the Premises, the Tenant shall submit to Landlord a written request for Landlord's consent to subletting or assignment shall be submitted in writing no later than sixty (60) days in advance of the proposed effective date of such proposed assignment or subleasesubletting, which request shall be responded to by Landlord within thirty (30) days of receipt thereof, and which request shall be accompanied by the following information (such information shall be collectively referred to as the "REQUIRED INFORMATION"): information: (i) a true copy of the nameproposed instrument of assignment or sublease, current the effective or commencement date of which shall be not less than 60 nor more than 180 days after the giving of such notice, and copies of all other agreements between the parties signed concurrently or in connection with such assignment or sublease; (ii) a statement setting forth in reasonable detail the name and address and business of the proposed assignee or sublesseesubtenant, the nature of its business and the proposed uses of the Premises; and (iii) current financial information about the proposed assignee or subtenant and any guarantor of its obligations, including, without limitation, its most recent financial statement, and any other information Landlord may reasonably request with respect to the proposed assignee or subtenant. Landlord, by notice given to Tenant within sixty (60) days after receipt of Tenant's request for consent, may terminate this Lease on a date to be specified in said notice (the "Termination Date"), which date shall be not earlier than one (1) day before the effective date of the proposed assignment or subletting nor later than sixty-one (61) days after said effective date, and, in such event, all rent and additional rent due hereunder shall be paid and apportioned to such date, and Tenant shall vacate and surrender the Premises on or before the Termination Date as if it were the Expiration Date. If Landlord shall so exercise its option to terminate this Lease, Landlord shall have the right to let all or portions of the Premises to any person (including, without limitation, Tenant's proposed assignee or subtenant), without any liability to Tenant.
Section 22.03 If Landlord shall not exercise its option to terminate this Lease pursuant to Section 22.02 above, Landlord shall not unreasonably withhold its consent to the proposed assignment or subletting for the use expressly permitted in this Lease, provided that:
(1) the Premises shall not, without Landlord's prior consent, have been listed or otherwise publicly advertised for assignment or subletting at a rental rate lower than the higher of (a) the Fixed Rent and all Additional Rent then payable, or (b) the then prevailing rental rate for other space in the Building, and Tenant shall not enter into any sublease at a lower rental rate than the Fixed Rent and all Additional Rent then payable;
(2) Tenant shall employ, as exclusive renting agent for subletting and assignment of this Lease, having the sole and exclusive right to lease, Landlord's managing agent for the Building or such broker as shall be approved by Landlord;
(3) Tenant shall not then be in default hereunder;
(4) the proposed assignee or subtenant shall have a financial standing, be of a character be engaged in a business, and propose to use the Premises, in a manner in keeping with the standards of the Building;
(5) The proposed assignee or subtenant shall not then be a tenant, subtenant or assignee of any space in the Building, nor shall the proposed assignee or subtenant be a person or entity with whom Landlord is then or has been, within the prior six-month period, negotiating to lease space in the Building;
(6) the character of the business to be conducted in the Premises by the proposed assignee or subtenant shall not be likely to increase building operating expenses, use of elevators, cleaning services or other services in the Building;
(7) there shall be no more than one subtenant in the Premises at any time;
(8) Tenant shall reimburse Landlord on demand for any costs, including reasonable attorneys' fees and disbursements, that may be incurred by Landlord in connection with said assignment or sublease; and
(9) the proposed assignee or subtenant shall not be any entity which is entitled to diplomatic or sovereign immunity or which is not subject to service of process in the State of New York or to the jurisdiction of the courts of the State of New York and the United States located in New York County. If there is a dispute between Landlord and Tenant as to the reasonableness of Landlord's refusal to consent to any subletting or assignment, such dispute shall be determined by arbitration in The City of New York in accordance with the prevailing rules of the American Arbitration Association. The arbitrators shall be bound by the provisions of this Lease and shall not add to, subtract from, or otherwise modify such provisions. Notwithstanding any contrary provisions hereof, Tenant hereby waives any claim against Landlord for money damages which it may have based upon any assertion that Landlord has unreasonably withheld or delayed any consent to any assignment or a subletting pursuant to this Article. Tenant agrees that, in the event of any such dispute, its sole remedy shall be an action or proceeding to enforce such provision or for specific performance.
Section 22.04 Every subletting hereunder is subject to the express condition, and by accepting a sublease hereunder each subtenant shall be conclusively deemed to have agreed, that if this Lease should be terminated prior to the Expiration Date or if Landlord should succeed to any portion of Tenant's estate in the Premises, then at Landlord's election such subtenant shall either surrender that portion of the Premises to Landlord within sixty (60) days of Landlord's request therefor, or shall attorn to and recognize Landlord as such subtenant's landlord under such sublease (except that Landlord shall not be liable for any previous act or omission of Tenant, nor bound by any modification of the Sublease not approved in writing by Landlord, nor liable for any security not received by landlord or any prepaid rent in excess of one month's rent), and such subtenant shall promptly execute and deliver any instrument Landlord may reasonably request to evidence such attornment.
Section 22.05 Tenant shall deliver to Landlord a copy of each sublease or assignment made hereunder within ten (10) days after the date of its execution. Tenant shall remain fully liable for the due and timely performance of all of Tenant's obligations hereunder notwithstanding any subletting or assignment provided for herein and, without limiting the generality of the foregoing, shall remain fully responsible and liable to Landlord for all acts and omissions of any subtenant, assignee or anyone claiming by, through or under any subtenant or assignee which 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. Notwithstanding any assignment and assumption by the assignee of the obligations of Tenant hereunder, Tenant herein named, and each immediate or remote successor in interest of Tenant herein named, shall remain liable jointly and severally (as a primary obligor) with its assignee and all subsequent assignees for the performance of Tenant's obligations hereunder, and shall remain fully and directly responsible and liable to Landlord for all acts and omission on the part of any assignee subsequent to it in violation of any of the obligations of this Lease.
Section 22.06 Each sublease shall be in form and content satisfactory to Landlord, and shall contain provisions setting forth the matters contained in Section 22.04 above, and further provisions that: (i) the sublease is subject and subordinate to this Lease and all amendments and modifications hereof, and (ii) the amount sublease shall not be assigned, transferred, pledged, mortgaged or encumbered by the subtenant, in whole or in part, nor shall the sublet premises be further sublet or used or occupied by persons other than the subtenant, without the prior written consent of Landlord in each instance. No subletting shall end later than one day before the Expiration Date of this Lease.
Section 22.07 No assignment of Tenant's interest in this Lease shall be binding upon Landlord unless the assignee shall execute, acknowledge and location deliver to Landlord an agreement, in form and substance satisfactory to Landlord, whereby such assignee agrees unconditionally to be personally bound by and to perform all of the space within obligations of Tenant hereunder and further expressly agrees that notwithstanding such assignment the provisions of this Article shall continue to be binding upon such assignee with respect to all future assignments and transfers.
Section 22.08 If Landlord shall have consented to any assignment or subletting, or if there is any transfer of this Lease by operation of law or otherwise, and if Tenant shall receive any consideration from its assignee or subtenant for or in connection with the assignment of Tenant's interest in this Lease or the subletting of the Premises proposed or any part thereof, as the case may be, or if Tenant shall sublet the Premises or a part thereof at a rental rate (including additional rent) which shall exceed the rental rate payable hereunder (explicitly excluding sums paid for the sale or rental of Tenant's fixtures, leasehold improvements, equipment, furniture or other personal leasehold property), then Tenant shall pay to Landlord, as Additional Rent hereunder, 50% of the amount of such excess after deducting the actual reasonable expenses of Tenant in connection with such assignment or sublease for broker’s fees, attorney’s fees, tenant allowances and abatement of rent. In the case of a subletting of less than the entire Premises, the above calculation of rental rates shall be so subleased; made on a per square foot basis.
Section 22.09 If Tenant or any general partner of Tenant is ever a partnership or corporation or other entity, the provisions of this lease limiting or prohibiting the assignment hereof or subletting of the Premises shall be deemed to have been violated by (i) the transfer or transfers of a partnership interest, stock ownership or other equity interest, or (ii) the issuance of new such partnership or stock interests, or (iii) the proposed effective date merger, dissolution or liquidation, in or of Tenant, or any entity which is a general partner of Tenant, whether voluntarily or by operation of law, if such happening or happenings, individually or in the aggregate result in (a) the admission of a new general partner of Tenant, or (b) a change in control (hereinafter defined ) of Tenant or any general partner of Tenant. As used in the preceding sentence the term "control" shall mean actual operating control of Tenant's ordinary business operations or a beneficial ownership interest (direct or indirect) of 50% or more in Tenant or any general partner of Tenant. Throughout the term of this Lease, within ten (10) days after request by Landlord, Tenant will advise Landlord by sworn statement in writing as to the identity and duration ownership interests of its shareholders, partners and other principals.
Section 22.10 In the event that Tenant fails to execute and deliver any assignment or sublease to which Landlord consented under the provisions of this Article within forty-five (45) days after the giving of such consent, then Tenant shall again comply with all of the provisions of this Article before assigning its interest in this Lease or subletting the Premises.
Section 22.11 The consent of Landlord to an assignment or a subletting shall not relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting; .
Section 22.12 If Tenant's interest in this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, upon default by Tenant, Landlord may collect rent from the assignee, subtenant or occupant and (iv) apply the proposed rent net amount collected to the rental herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of the provisions of this Article or of any default hereunder or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further observance or performance by Tenant of all of the covenants, conditions, terms and other consideration provisions on the part of Tenant to be paid performed or observed.
Section 22.13 Tenant agrees to Tenant forever indemnify and hold harmless Landlord from and against the claims of any proposed subtenant or assignee relating to Landlord's response to Tenant's request for consent to an assignment or subletting, and claims of any broker who alleges to have played any part in bringing about a proposed sublease or assignment in each case whether or not such sublessor assignment shall be consented to by Landlord and/or consummated, and against all losses, damages, costs and expenses incurred by Landlord (including, without limitation, attorneys fees) relating to or resulting from such assignee claims.
Section 22.14 The listing or sublessee. Tenant also posting of any name, other than that of Tenant, whether on the door or exterior wall of the Premises, the Building’s tenant directory in the lobby or elevator, or elsewhere, shall promptly supply not:
(i) Constitute a waiver of Landlord’s right to withhold consent to any sublet or assignment pursuant to this Article 22.
(ii) Be deemed an implied consent by Landlord with financial statements and other information as Landlord may requestto any sublet of the Premises or any portion thereof, prepared to any assignment or transfer of the Lease, or to any unauthorized occupancy of the Premises, except in accordance with generally accepted accounting principles not the express terms of the Lease; or
Section 22.15 Notwithstanding anything to the contrary contained in Article 22, Tenant shall have the privilege, subject to the terms and conditions hereinafter set forth without the consent of Landlord (and without Landlord having the right set forth in Section 22.02) to assign its interest in this Lease (i) to a purchaser of all or substantially all of Tenant's assets or stock or pursuant to a merger or consolidation (provided such purchaser shall have also assumed substantially all of Tenant's liabilities), or (ii) to a corporation or partnership entity or limited liability company which shall control, be under the control of, or be under common control with, Tenant or its principals (the term "control" as used herein shall be deemed to mean ownership of more than ninety 50% of the outstanding voting stock of a corporation, or other majority equity and controlling interest if the assignee is not a corporation) (90any such entity being a "Related Entity"). Tenant may, without consent of Landlord, also sublease all or any portion of the Premises to any corporation or other entity which is a Related Entity only for so long as such corporation or other entity shall remain a Related Entity. Any assignment or subletting described above may be made upon the condition that (A) the principal purpose of such assignment or sublease is not the acquisition of Tenant's interest in this Lease (except if such assignment or sublease is made to a Related Entity and is made for a valid business purpose) and (B) no such assignment shall be valid unless Tenant shall, within ten (10) business days old when delivered after execution thereof, deliver to Landlord (if available)x) a duplicate original instrument of assignment in form and substance reasonably satisfactory to Landlord, indicating duly executed by the net worthTenant and (y) a duplicate original instrument in form and substance reasonably satisfactory to Landlord, liquidityduly executed by the assignee, in which such assignee shall assume observance and performance of, and agree to be bound by, all of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed and (C) no such sublease shall be valid unless Tenant shall, within ten (10) business days after the execution thereof, deliver to Landlord a duplicate
Appears in 1 contract
Sources: Lease Agreement (Vringo Inc)
ASSIGNMENT, MORTGAGING AND SUBLETTING. Tenant covenants and ---------- -------------------------------------- agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, and that neither the Premises, nor any part thereof will be encumbered in any manner by reason of any act or omission (when Tenant has a legal duty to act) on the part of Tenant, or used or occupied, or utilized for desk space or for mailing privileges, occupied by anyone other than Tenant, or for any use or purpose other than as stated hereinpermitted under this Lease, or be sublet or offered or advertised for sublettingsublet, without the prior written consent of LandlordLandlord in every case, which consent may Landlord shall not be unreasonably withheld withhold, delay or delayedcondition. Not in limitation of the foregoing, Tenant's request for Landlord's consent to subletting or assignment shall be submitted in writing no later than sixty (60) ten business days in advance of the proposed effective date of such proposed assignment or sublease, which request shall be responded to by Landlord within thirty (30) days of receipt thereof, and which request shall be accompanied by the following information (such information shall be collectively referred to as the "REQUIRED INFORMATION"): (i) the name, current address and business of the proposed assignee or sublessee; (ii) the amount and location of the space within the Premises proposed to be so subleased; (iii) the proposed effective date and duration of the assignment or subletting; and (iv) the proposed rent and other consideration to be paid to Tenant by such assignee or sublessee. Tenant also shall promptly supply Landlord with financial statements and other information as Landlord may request, prepared in accordance with generally accepted accounting principles principles, not more than ninety (90) days old when delivered to Landlord (if available)Landlord, indicating the net worth, liquidityliquidity and credit worthiness of the proposed assignee or sublessee in order to evaluate the proposed assignment or sublease. Tenant agrees to reimburse Landlord for legal fees and any other reasonable expenses and costs, not to exceed $500 in any single instance, incurred by Landlord in connection with any proposed assignment or subletting. Landlord may grant its consent to any assignment or sublease subject to the condition that any assignee or subtenant shall promptly execute, acknowledge, and deliver to Landlord an agreement in form and substance satisfactory to Landlord, whereby any such assignee shall agree to be bound by, and any such subtenant shall agree that its sublease is subject and subordinate to, the covenants, agreements, terms, provisions and conditions set forth in this Lease. If Tenant shall sublet the Premises, having first obtained Landlord's consent, at a rent in excess of the Rent and Additional Rent due and payable by Tenant under the provisions of this Lease, such excess Rent and Additional Rent shall be divided equally between Landlord and Tenant after deducting Tenant's reasonable expenses of subletting, including commissions paid to brokers and reasonable attorney's fees, and the amortized (on a straight-line basis over the term of this Lease) of any Tenant's Work); it being agreed, however, that Landlord shall not be responsible for any deficiency if Tenant shall sublet the Premises at a rent less than that provided for herein. Further, it is agreed that in lieu of withholding or granting its consent Landlord may, within ten business days of receipt of a request from Tenant for consent to a proposed assignment or sublease of the entire Premises, terminate this Lease. If Landlord shall elect to terminate this Lease, it shall give Tenant written notice of its election, which notice shall set forth a date, not less than sixty (60) or more than one hundred twenty (120) days from the receipt by Landlord of such request from Tenant, on which such termination shall be effective, and on such date Tenant shall surrender the Premises in accordance with the provisions of this Lease relating to the surrender of the Premises as the expiration of the term of this Lease. The listing of any name other than that of Tenant, whether on the doors of the Premises or on the directory, or otherwise, shall not operate to vest any right or interest in this Lease or in the Premises or be deemed to be the written consent of Landlord mentioned in this Section XX. Any contrary or inconsistent provision of this Lease notwithstanding, Tenant will have the right, without Landlord's prior consent and without any right of Landlord to terminate this Lease, to assign this Lease or sublet all or any portion of the Premises to any person or business organization controlling, controlled by, or under common control with Tenant or in connection with a merger or consolidation of or into Tenant or the sale of all or substantially all of Tenant's assets. If this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anybody other than Tenant, Landlord may, after an Event of Default, collect Rent and/or Additional Rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or subletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. No assignment, subletting or use of the Premises by an affiliate of Tenant shall affect the purpose for which the Premises may be used stated in Section II. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under the Lease and for compliance with all the obligations of Tenant under the Lease.
Appears in 1 contract
ASSIGNMENT, MORTGAGING AND SUBLETTING. Except as where stated herein, Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, and that neither the Premises, the Building, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than as stated herein, or be sublet or offered or advertised for subletting, without the prior written consent of LandlordLandlord in every case, which consent may shall not be unreasonably withheld or delayedwithheld. Not Without in limitation any manner limiting the generality of the foregoing, Tenant's request for Landlord's consent to subletting or assignment shall be submitted in writing no later than sixty (60) days in advance several of the proposed effective date considerations which Landlord may include in its determination are the quality and character of such proposed assignment or sublease, which request shall be responded to by Landlord within thirty (30) days of receipt thereof, and which request shall be accompanied by the following information (such information shall be collectively referred to as the "REQUIRED INFORMATION"): (i) the name, current address and business of the proposed assignee or sublessee; subtenant, the anticipated impact of the business of the proposed assignee or subtenant on the reputation and operation of the Building, and the credit worthiness of the proposed assignee or subtenant. Notwithstanding anything contained herein to the contrary, Tenant shall have no right, without the prior written consent of Landlord (i) to assign this lease or sublet any interest hereunder to any person or entity with whom Landlord is then negotiating for the rental of other space in the Building, (ii) the amount and location of the space within the Premises proposed to be so subleased; advertise publicly to assign this lease or sublet any interest hereunder, or (iii) the proposed effective date and duration of the assignment to assign this lease or subletting; and (iv) the proposed rent and other consideration to be paid to Tenant by such assignee or sublesseesublet any interest hereunder at below market rental rates. Tenant also shall promptly supply Landlord with financial statements and other information as Landlord may request, prepared in accordance with generally accepted accounting principles not more than ninety (90) days old when delivered to Landlord (if available), indicating the net worth, liquidityNot in
Appears in 1 contract
Sources: Lease Agreement (Ade Corp)
ASSIGNMENT, MORTGAGING AND SUBLETTING. 23.1 Tenant covenants and agrees that neither this Lease nor the term and Term hereof, nor the estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferredtransferred (whether voluntarily or by operation of law), and that neither the Premises, nor any part thereof thereof, will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or utilized for desk space permitted to be used or for mailing privilegesoccupied, by anyone other than Tenant, its employees or entities controlled by, under common control with or controlling Tenant ("TENANT AFFILIATES"), or for any use or purpose other than as stated hereinabove stated, or be sublet sublet, or offered or advertised for subletting, without the in each case, Landlord's prior written consent of Landlordconsent, which consent may shall not be unreasonably withheld or delayed. Not in limitation Without limiting the generality of the foregoing, TenantLandlord shall not be deemed to have unreasonably withheld its consent to an assignment or subletting if Landlord's consent is withheld because:
(i) Tenant is then in default,
(ii) the portion of the Premises which Tenant proposes to sublet, including the means of access and egress thereto and the proposed use thereof, or the resulting Premises remaining, would violate any city, state, or Federal law, ordinance, or regulation, including, without limitation, any applicable building code or zoning ordinance;
(iii) the proposed use by the subtenant or assignee would not conform with the uses set forth in SECTION 2 hereof,
(iv) in the reasonable judgment of the Landlord, the proposed subtenant or assignee is of a character or is engaged in a business which would be deleterious to the reputation of the Building, the proposed subtenant or assignee is not financially responsible to perform its obligations under the sublease or assignment;
(v) the proposed subtenant or assignee is a governmental or quasi-governmental agency;
(vi) in the reasonable judgment of the Landlord, the intended use by the proposed subtenant or assignee would be incompatible with the mix of uses of the then existing tenants in the Building. Tenant agrees to reimburse Landlord promptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for a consent to assignment or subletting. In connection with any request by Tenant for Landlord's consent to subletting assignment or assignment subletting, Tenant shall be submitted submit to Landlord in writing no later than sixty (60) days in advance of the proposed effective date of such proposed assignment or sublease, which request shall be responded to by Landlord within thirty (30) days of receipt thereof, and which request shall be accompanied by the following information (such information shall be collectively referred to as the "REQUIRED INFORMATIONTENANT'S SUBLEASE NOTICE"): )
(i) the name, current address and business name of the proposed assignee or sublessee; subtenant, (ii) the amount such information as to its financial responsibility and location of the space within the Premises proposed to be so subleased; standing as Landlord may reasonably require, and (iii) all of the terms and provisions upon which the proposed effective date assignment or subletting is to be made.
23.2 Any assignment of this Lease made hereunder shall be upon the express condition that the assignee and duration Tenant shall promptly execute, acknowledge and deliver to Landlord an
23.3 If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anybody other than Tenant and its employees, Landlord, may at any time and from time to time collect Rent and other charges from such assignee, subtenant or occupant, as the case may be, and apply the net 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 requirements set forth in subparagraph (a) of this Section, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements and obligations contained in this Lease. The consent by Landlord to an assignment or subletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting; . No assignment, subletting or use of the Premises shall affect the purpose for which the Premises may be used as stated in SECTION 2. Tenant shall remain fully and (iv) primarily liable for all obligations hereunder, notwithstanding any assignments, subletting or occupancy.
23.4 Subject to the proposed rent and other consideration provisions of this Article 23, as herein above set forth, Tenant shall have the right to be paid assign or sublet any or all of the Premises to any affiliate of Tenant, successor in interest to Tenant by such merger or consolidation or sale of all or any majority portion of Tenant's stock or assets, or any entity which controls, is controlled by or is under common control with Tenant, subject to Landlord's written consent as herein above set forth in SECTION 23, provided that assignee or sublesseesublessee and Lessee shall both be jointly and severally responsible for all payments and obligations under Lease. However, Tenant also shall promptly supply Landlord with financial statements and other information as Landlord may request, prepared not be permitted to assign or sublet this lease in accordance with generally accepted accounting principles not more than ninety (90) days old when delivered the preceding sentence if such assignment or subletting has the affect of reducing the aggregate creditworthiness of the entity or entities which have liability to Landlord (if available)under this Lease, indicating and it being understood that all other provisions of Section 25 shall apply to any such assignment or subletting.
23.5 The listing of any name other than that of Tenant or Tenant's subsidiary, whether on the net worthdoors of or on the Premises or on the Building directory, liquidityor otherwise, shall not operate to vest any right or interest in this Lease or in the Premises or be deemed to be the written consent of Landlord mentioned in this Section, it being expressly understood that any such listing is a privilege extended by Landlord revocable at will by written notice to Tenant, except where the name listed is that of a sublessee, assignee, or other entity which has been approved in writing by Lessor per this section.
Appears in 1 contract