Assignment or Subletting by Tenant. 17.1 Except as may be specifically set forth in this section 17 of the Agreement, the Tenant shall not, by operation of law or otherwise: 17.1.1 assign, or purport to assign, this Agreement or any of the Tenant’s rights hereunder; 17.1.2 sublet, or purport to sublet, the Leased Premises or any portion thereof; 17.1.3 license, or purport to license, the use or occupancy of the Leased Premises or any portion thereof; 17.1.4 otherwise transfer, or attempt to transfer any interest including, without limiting the generality of the foregoing, a mortgage, pledge or security interest, in this Agreement, the Leased Premises or the right to the use and occupancy of the Leased Premises; or 17.1.5 indirectly accomplish, or permit or suffer the accomplishment of, any of the foregoing by merger or consolidation with another entity, by acquisition or disposition of assets or liabilities outside the ordinary course of the Tenant’s business or by acquisition or disposition, by the Tenant’s equity owners or subordinated creditors, of any of their respective interests in the Tenant. 17.2 The Tenant shall not assign this Agreement or any of the Tenant’s rights hereunder or sublet the Leased Premises or any portion thereof without first giving three (3) months’ prior notice to the Landlord of its desire to assign or sublet and requesting the Landlord’s consent and without first receiving the Landlord’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. The Tenant’s notice to the Landlord shall include: 17.2.1 the full name, address and telephone number of the proposed assignee or sublessee; 17.2.2 a description of the type(s) of business in which the proposed assignee or sublessee is engaged and proposes to engage; 17.2.3 a description of the precise use to which the proposed assignee or sublessee intends to put the Leased Premises or portion thereof; 17.2.4 the proposed assignee’s or subtenant’s most recent quarterly and annual financial statements prepared in accordance with generally accepted accounting principles and any other evidence of financial position and responsibility that the Tenant or proposed assignee or sublessee may desire to submit; 17.2.5 by diagram and measurement of the actual square feet of floor space, the precise portion of the Leased Premises proposed to be subject to the assignment of this Agreement or to be sublet; 17.2.6 a complete, accurate and detailed description of the terms of the proposed assignment or sublease including, without limiting the generality of the foregoing, all consideration paid or given, or proposed to be paid or to be given, by the proposed assignee, sublessee or other person to the Tenant and the respective times of payment or delivery; 17.2.7 a payment to the Landlord of an administrative processing fee in the amount of Five Hundred ($500.00) Dollars; and 17.2.8 any other information reasonably requested by the Landlord. 17.3 By the expiration of the notice period contemplated by subsection 17.2 of this Agreement, the Landlord, in its sole discretion, shall take one of the following actions by notice to the Tenant: 17.3.1 grant consent on the terms and conditions set forth in subsection 17.4 of this Agreement and such other reasonable terms and conditions set forth in the Landlord’s notice; 17.3.2 refuse to grant consent for any of the reasons set forth in subsection 17.5 of this Agreement or for any other reasonable reason set forth in the Landlord’s notice; or 17.3.3 elect to terminate the Term as of (a) the end of the third full month after the Tenant has given notice of the Tenant’s desire to assign or sublet or (b) the proposed effective date of the proposed assignment or sublease. 17.4 The Landlord’s consent to the Tenant’s proposed assignment or sublease, if granted under subsection 17.3.1 of this Agreement, shall be subject to all the following terms and conditions (and to any other terms and conditions permitted by that subsection): 17.4.1 any proposed assignee or sublessee shall, by document executed and delivered forthwith to the Landlord, agree to be bound by all the obligations of the Tenant set forth in this Agreement; 17.4.2 the Tenant shall remain liable under this Agreement, jointly and severally with any proposed assignee or sublessee, for the timely performance of all obligations of the Tenant set forth in this Agreement; 17.4.3 the Tenant shall forthwith deliver to the Landlord manually executed copies of all documents regarding the proposed assignment or sublease and a written, accurate and complete description, manually executed both by the Tenant and the proposed assignee or sublessee, of any other agreement, arrangement or understanding between them regarding the same; 17.4.4 with respect to any consideration or other thing of value received or to be received by the Tenant in connection with any such assignment or sublease (other than those payable in equal monthly installments each month during the proposed term of any such assignment or sublease), the Tenant shall pay to the Landlord one-half of any such amount and one-half of the fair market value of any other thing of value within ten (10) days of receipt of same; and 17.4.5 with respect to any amount payable to the Tenant in equal monthly installments each month during the proposed term of any such assignment or sublease in connection with such assignment or sublease, which amount is in excess of the amount which bears the same ratio to the monthly installment of Rent due from the Tenant as the gross rentable floor space of the Leased Premises subject to the assignment or sublease bears to the gross rentable floor space of the entire Leased Premises, the Tenant shall pay one-half of such excess to the Landlord together with the Tenant’s monthly installment of Rent. 17.5 The Landlord’s refusal to grant consent under subsection 17.3.2 of this Agreement shall not be deemed an unreasonable withholding of consent if based upon any of the following reasons (or any other reason permitted by that subsection): 17.5.1 the Landlord desires to take one of the other actions enumerated in subsection 17.3 of this Agreement; 17.5.2 there is already another assignee, sublessee or licensee of all or a portion of the Leased Premises; 17.5.3 the proposed sublease is for a term of less than one year; 17.5.4 the proposed sublease is for a term which would expire after the Term; 17.5.5 less than one year remains in the Term as of the proposed effective date of the proposed assignment or sublease; 17.5.6 the financial position or ability or type of business of, or the anticipated use of the Leased Premises by, the proposed assignee or proposed sublessee is reasonably unsatisfactory to the Landlord or is inconsistent with those of tenants of Other Leased Premises or of the Carnegie Center Complex or inconsistent with any commitment made by the Landlord to any such other tenant; 17.5.7 the proposed consideration to be paid to the Tenant during any period of twelve (12) months is less than the amount of the Market Rental Rate divided by the gross rentable floor space of the Leased Premises and multiplied by that portion of the gross rentable floor space of the Leased Premises proposed to be subject to the proposed assignment or sublease; 17.5.8 [Intentionally Omitted]; 17.5.9 the proposed assignee or sublessee is a tenant, sublessee or other occupant of Other Leased Premises or other premises in the Carnegie Center Complex; or 17.5.10 any part of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Leased Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to the Landlord and its affiliates. 17.6 Notwithstanding anything to the contrary set forth in section 17 of this Agreement, the Landlord hereby consents to the Tenant’s assignment of this Agreement or subletting the Leased Premises or portion thereof specified below if: 17.6.1 at or prior to the respective dates of exercise and effectiveness thereof (a)(i) no Event of Default shall have occurred or (ii) if an Event of Default shall have occurred, the Tenant shall have previously cured it in full or the Landlord shall have waived it and (b) there shall not have been a History of Recurring Events of Default; and 17.6.2 the Tenant and the proposed assignee or sublessee comply with all the conditions set forth in subsections 17.4.1 through 17.4.3 of this Agreement; and 17.6.3 at the date of effectiveness of the proposed assignment or sublet there is not already more than one other assignee, sublessee or licensee of the Leased Premises or any portions thereof; and
Appears in 2 contracts
Sources: Lease Agreement (LianBio), Lease Agreement (LianBio)
Assignment or Subletting by Tenant. 17.1 17.1. Except as may be specifically set forth in this section 17 of the Agreement, the Tenant shall not, by operation of law or otherwise:
17.1.1 17.1.1. assign, or purport to assign, this Agreement or any of the Tenant’s rights hereunder;
17.1.2 17.1.2. sublet, or purport to sublet, the Leased Premises or any portion thereof;
17.1.3 17.1.3. license, or purport to license, the use or occupancy of the Leased Premises or any portion thereof;
17.1.4 17.1.4. otherwise transfer, or attempt to transfer any interest including, without limiting the generality of the foregoing, a mortgage, pledge or security interest, in this Agreement, the Leased Premises or the right to the use and occupancy of the Leased Premises; or
17.1.5 17.1.5. indirectly accomplish, or permit or suffer the accomplishment of, any of the foregoing by merger or consolidation with another entity, by acquisition or disposition of assets or liabilities outside the ordinary course of the Tenant’s business or by acquisition or disposition, by the Tenant’s equity owners or subordinated creditors, of any of their respective interests in the Tenant.
17.2 17.2. The Tenant shall not assign this Agreement or any of the Tenant’s rights hereunder or sublet the Leased Premises or any portion thereof without first giving three (3) months’ prior notice to the Landlord of its desire to assign or sublet and requesting the Landlord’s consent and without first receiving the Landlord’s prior written consent, such consent not . The notice shall be accompanied by an agreement by Tenant to be unreasonably withheld, conditioned reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment or delayedsublease and the documentation related thereto. The Tenant’s notice to the Landlord also shall include:
17.2.1 17.2.1. the full name, address and telephone number of the proposed assignee or sublessee;
17.2.2 17.2.2. a description of the type(s) of business in which the proposed assignee or sublessee is engaged and proposes to engage;
17.2.3 17.2.3. a description of the precise use to which the proposed assignee or sublessee intends to put the Leased Premises or portion thereof;
17.2.4 17.2.4. the proposed assignee’s or subtenant’s most recent quarterly and annual financial statements prepared in accordance with generally accepted accounting principles and any other evidence of financial position and responsibility that the Tenant or proposed assignee or sublessee may desire to submit;
17.2.5 17.2.5. by diagram and measurement of the actual square feet of floor space, the precise portion of the Leased Premises proposed to be subject to the assignment of this Agreement or to be sublet;
17.2.6 17.2.6. a complete, accurate and detailed description of the terms of the proposed assignment or sublease including, without limiting the generality of the foregoing, all consideration paid or given, or proposed to be paid or to be given, by the proposed assignee, sublessee or other person to the Tenant and the respective times of payment or delivery;
17.2.7 a payment to the Landlord of an administrative processing fee in the amount of Five Hundred ($500.00) Dollars; and
17.2.8 17.2.7. any other information reasonably requested by the Landlord.
17.3 17.3. By the expiration of the notice period contemplated by subsection 17.2 of this Agreement, the Landlord, in its sole discretion, shall take one of the following actions by notice to the Tenant:
17.3.1 17.3.1. grant consent on the terms and conditions set forth in subsection 17.4 of this Agreement and such other reasonable terms and conditions set forth in the Landlord’s notice;
17.3.2 17.3.2. refuse to grant consent for any of the reasons set forth in subsection 17.5 of this Agreement or for any other reasonable reason set forth in the Landlord’s notice; or
17.3.3 17.3.3. elect to terminate the Term as of (a) the end of the third full month after the Tenant has given notice of the Tenant’s desire to assign or sublet or (b) the proposed effective date of the proposed assignment or sublease.
17.4 17.4. The Landlord’s consent to the Tenant’s proposed assignment or sublease, if granted under subsection 17.3.1 of this Agreement, shall be subject to all the following terms and conditions (and to any other terms and conditions permitted by that subsection):
17.4.1 17.4.1. any proposed assignee or sublessee shall, by document executed and delivered forthwith to the Landlord, agree to be bound by all the obligations of the Tenant set forth in this Agreement;
17.4.2 17.4.2. the Tenant shall remain liable under this Agreement, jointly and severally with any proposed assignee or sublessee, for the timely performance of all obligations of the Tenant set forth in this Agreement;
17.4.3 17.4.3. the Tenant shall forthwith deliver to the Landlord manually executed copies of all documents regarding the proposed assignment or sublease and a written, accurate and complete description, manually executed both by the Tenant and the proposed assignee or sublessee, of any other agreement, arrangement or understanding between them regarding the same;
17.4.4 17.4.4. with respect to any consideration or other thing of value received or to be received by the Tenant in connection with any such assignment or sublease (other than those payable in equal monthly installments each month during the proposed term of any such assignment or sublease), the Tenant shall pay to the Landlord one-half of any such amount and one-half of the fair market value of any other thing of value within ten (10) 10 days of receipt of same; and;
17.4.5 17.4.5. with respect to any amount payable to the Tenant in equal monthly installments each month during the proposed term of any such assignment or sublease in connection with such assignment or sublease, which amount is in excess of the amount which bears the same ratio to the monthly installment of Rent due from the Tenant as the gross rentable usable floor space of the Leased Premises subject to the assignment or sublease bears to the gross rentable usable floor space of the entire Leased Premises, the Tenant shall pay one-half of such excess to the Landlord together with the Tenant’s monthly installment of Rent;
17.4.6. the proposed use of the Leased Premises is the same as that permitted under subsection 7.1 of this Agreement; and
17.4.7. Tenant shall reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment or sublease and the documentation related thereto.
17.5 17.5. The Landlord’s refusal to grant consent under subsection 17.3.2 of this Agreement shall not be deemed an unreasonable withholding of consent if based upon any of the following reasons (or any other reason permitted by that subsection):
17.5.1 17.5.1. the Landlord desires to take one of the other actions enumerated in subsection 17.3 of this Agreement;
17.5.2 17.5.2. there is already another assignee, sublessee or licensee of all or a portion of the Leased Premises;
17.5.3 17.5.3. the proposed sublessee or assignee, or any of their affiliates, is an existing tenant in the Building; or
17.5.4. the proposed sublease is for a term of less than one year;
17.5.4 17.5.5. the proposed sublease is for a term which would expire after the Term;
17.5.5 17.5.6. less than one year remains in the Term as of the proposed effective date of the proposed assignment or sublease;
17.5.6 17.5.7. the general reputation, financial position or ability or type of business of, or the anticipated use of the Leased Premises by, the proposed assignee or proposed sublessee is reasonably unsatisfactory to the Landlord or is inconsistent with those of tenants of Other Leased Premises or of the Carnegie Center Complex or inconsistent with any commitment made by the Landlord to any such other tenant;
17.5.7 17.5.8. the proposed consideration to be paid to the Tenant during any period of twelve (12) 12 months is less than the amount of the Market Rental Rate divided by the gross rentable floor space of the Leased Premises and multiplied by that portion of the gross rentable floor space of the Leased Premises proposed to be subject to the proposed assignment or sublease;
17.5.8 [Intentionally Omitted];
17.5.9 17.5.9. the proposed assignee or sublessee is a tenant, sublessee or other occupant of Other Leased Premises or other premises in the Carnegie Center Complex; or
17.5.10 any part gross rentable floor space of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Leased Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to the Landlord and its affiliates.
17.6 Notwithstanding anything to the contrary set forth in section 17 of this Agreement, the Landlord hereby consents to the Tenant’s assignment of this Agreement or subletting the Leased Premises or portion thereof specified below if:
17.6.1 at or prior to the respective dates of exercise and effectiveness thereof (a)(i) no Event of Default shall have occurred or (ii) if an Event of Default shall have occurred, the Tenant shall have previously cured it in full or the Landlord shall have waived it and (b) there shall not have been a History of Recurring Events of Default; and
17.6.2 the Tenant and the proposed assignee or sublessee comply with all the conditions set forth in subsections 17.4.1 through 17.4.3 of this Agreement; and
17.6.3 at the date of effectiveness of the proposed assignment or sublet there is not already more than one other assignee, sublessee or licensee of the Leased Premises proposed to be sublet is less than one-third of the gross rentable floor space of the Leased Premises; or
17.5.10. Tenant has advertised or any portions thereof; andlisted the space for subleasing or assignment at a rate which is less than the rate being quoted by Landlord for other available space in the Building.
Appears in 2 contracts
Sources: Lease Agreement (Foamix Pharmaceuticals Ltd.), Lease Agreement (Foamix Pharmaceuticals Ltd.)
Assignment or Subletting by Tenant. 17.1 17.1. Except as may be specifically set forth in this section 17 of the Agreement, the Tenant shall not, by operation of law or otherwise:
17.1.1 17.1.1. assign, or purport to assign, this Agreement or any of the Tenant’s 's rights hereunder;
17.1.2 17.1.2. sublet, or purport to sublet, the Leased Premises or any portion thereof;
17.1.3 17.1.3. license, or purport to license, the use or occupancy of the Leased Premises or any portion thereof;
17.1.4 17.1.4. otherwise transfer, or attempt to transfer any interest including, without limiting the generality of the foregoing, a mortgage, pledge or security interest, in this Agreement, the Leased Premises or the right to the use and occupancy of the Leased Premises; or
17.1.5 17.1.5. indirectly accomplish, or permit or suffer the accomplishment of, any of the foregoing by merger or consolidation with another entity, by acquisition or disposition of assets or liabilities outside the ordinary course of the Tenant’s 's business or by acquisition or disposition, by the Tenant’s 's equity owners or subordinated creditors, of any of their respective interests in the Tenant.
17.2 17.2. The Tenant shall not assign this Agreement or any of the Tenant’s 's rights hereunder or sublet the Leased Premises or any portion thereof without first giving three (3) months’ ' prior notice to the Landlord of its desire to assign or sublet and requesting the Landlord’s 's consent and without first receiving the Landlord’s 's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. The Tenant’s 's notice to the Landlord shall include:
17.2.1 17.2.1. the full name, address and telephone number of the proposed assignee or sublessee;
17.2.2 17.2.2. a description of the type(s) of business in which the proposed assignee or sublessee is engaged and proposes to engage;
17.2.3 17.2.3. a description of the precise use to which the proposed assignee or sublessee intends to put the Leased Premises or portion thereof;
17.2.4 17.2.4. the proposed assignee’s 's or subtenant’s 's most recent quarterly and annual financial statements prepared in accordance with generally accepted accounting principles and any other evidence of financial position and responsibility that the Tenant or proposed assignee or sublessee may desire to submit;
17.2.5 17.2.5. by diagram and measurement of the actual square feet of floor space, the precise portion of the Leased Premises proposed to be subject to the assignment of this Agreement or to be sublet;
17.2.6 17.2.6. a complete, accurate and detailed description of the terms of the proposed assignment or sublease including, without limiting the generality of the foregoing, all consideration paid or given, or proposed to be paid or to be given, by the proposed assignee, sublessee or other person to the Tenant and the respective times of payment or delivery;
17.2.7 a payment to the Landlord of an administrative processing fee in the amount of Five Hundred ($500.00) Dollars; and
17.2.8 17.2.7. any other information reasonably requested by the Landlord.
17.3 17.3. By the expiration of the notice period contemplated by subsection 17.2 of this Agreement, the Landlord, in its sole discretion, shall take one of the following actions by notice to the Tenant:
17.3.1 17.3.1. grant consent on the terms and conditions set forth in subsection 17.4 of this Agreement and such other reasonable terms and conditions set forth in the Landlord’s 's notice;
17.3.2 17.3.2. refuse to grant consent for any of the reasons set forth in subsection 17.5 of this Agreement or for any other reasonable reason set forth in the Landlord’s 's notice; or
17.3.3 17.3.3. elect to terminate the Term as of (a) the end of the third full month after the Tenant has given notice of the Tenant’s 's desire to assign or sublet or (b) the proposed effective date of the proposed assignment or sublease, unless Tenant revokes its request to assign or sublet by written notice served upon the Landlord within ten (10) days of receipt of notice of Landlord's election to terminate.
17.4 17.4. The Landlord’s 's consent to the Tenant’s 's proposed assignment or sublease, if granted under subsection 17.3.1 of this Agreement, shall be subject to all the following terms and conditions (and to any other terms and conditions permitted by that subsection):
17.4.1 17.4.1. any proposed assignee or sublessee shall, by document executed and delivered forthwith to the Landlord, agree to be bound by all the obligations of the Tenant set forth in this Agreement;
17.4.2 17.4.2. the Tenant shall remain liable under this Agreement, jointly and severally with any proposed assignee or sublessee, for the timely performance of all obligations of the Tenant set forth in this Agreement;
17.4.3 17.4.3. the Tenant shall forthwith deliver to the Landlord manually executed copies of all documents regarding the proposed assignment or sublease and a written, accurate and complete description, manually executed both by the Tenant and the proposed assignee or sublessee, of any other agreement, arrangement or understanding between them regarding the same;
17.4.4 17.4.4. with respect to any consideration or other thing of value received or to be received by the Tenant in connection with any such assignment or sublease (other than those payable in equal monthly installments each month during the proposed term of any such assignment or sublease), the Tenant shall pay to the Landlord one-half of any such amount and one-one half of the fair market value of any other thing of value within ten (10) 10 days of receipt of same; and
17.4.5 17.4.5. with respect to any amount payable to the Tenant in equal monthly installments each month during the proposed term of any such assignment or sublease in connection with such assignment or sublease, which amount is in excess of the amount which bears the same ratio to the monthly installment of Rent due from the Tenant as the gross rentable usable floor space of the Leased Premises subject to the assignment or sublease bears to the gross rentable usable floor space of the entire Leased Premises, the Tenant shall pay one-half of such excess to the Landlord together with the Tenant’s 's monthly installment of Rent.
17.5 17.5. The Landlord’s 's refusal to grant consent under subsection 17.3.2 of this Agreement shall not be deemed an unreasonable withholding of consent if based upon any of the following reasons (or any other reason permitted by that subsection):
17.5.1 17.5.1. the Landlord desires to take one of the other actions enumerated in subsection 17.3 of this Agreement;
17.5.2 17.5.2. there is already another assignee, sublessee or licensee of all or a portion of the Leased Premises;
17.5.3 17.5.3. the proposed sublease is for a term of less than one year;
17.5.4 17.5.4. the proposed sublease is for a term which would expire after the Term;
17.5.5 17.5.5. less than one year remains in the Term as of the proposed effective date of the proposed assignment or sublease;
17.5.6 17.5.6. the general reputation, financial position or ability or type of business of, or the anticipated use of the Leased Premises by, the proposed assignee or proposed sublessee is reasonably unsatisfactory to the Landlord or is inconsistent with those of tenants of Other Leased Premises or of the Carnegie Center Complex or inconsistent with any commitment made by the Landlord to any such other tenant;
17.5.7 17.5.7. the proposed consideration to be paid to the Tenant during any period of twelve (12) 12 months is less than the amount of the Market Rental Rate divided by the gross rentable floor space of the Leased Premises and multiplied by that portion of the gross rentable floor space of the Leased Premises proposed to be subject to the proposed assignment or sublease;
17.5.8 [Intentionally Omitted];17.5.8. the gross rentable floor space of the portion of the Leased Premises proposed to be sublet is less than one-third of the gross rentable floor space of the Leased Premises; or
17.5.9 17.5.9. Tenant has advertised or listed the space for subleasing or assignment at a rate which is less than the rate being quoted by Landlord for other available space in the Building.
17.6. The Tenant shall have the right to assign this Agreement or sublet the Leased Premises or portions thereof without the prior written consent of the Landlord and without the application of subsections 17.1 and 17.2 of this Agreement if one of the following is applicable:
17.6.1. the proposed assignee or sublessee is, and continues to be, an Affiliate of the Tenant and the Affiliate relationship was not created to avoid the operation of this section of the Agreement; or
17.6.2. the proposed assignee or sublessee is a tenant, sublessee an entity (a) resulting from the merger or other occupant of Other Leased Premises or other premises in the Carnegie Center Complex; or
17.5.10 any part consolidation of the rent payable under the proposed assignment Tenant with or sublease shall be based in whole into such entity or in part on the income or profits derived from the Leased Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to the Landlord and its affiliates.
17.6 Notwithstanding anything to the contrary set forth in section 17 of this Agreement, the Landlord hereby consents to the Tenant’s assignment of this Agreement or subletting the Leased Premises or portion thereof specified below if:
17.6.1 at or prior to the respective dates of exercise and effectiveness thereof (a)(i) no Event of Default shall have occurred or (ii) if an Event of Default shall have occurred, the Tenant shall have previously cured it in full or the Landlord shall have waived it and (b) there shall not have been a History purchasing substantially all the assets (subject to substantially all the liabilities) of Recurring Events of Default; and
17.6.2 the Tenant and the proposed assignee or sublessee comply with (c) purchasing substantially all the conditions set forth issued and outstanding capital stock in subsections 17.4.1 through 17.4.3 of this Agreement; and
17.6.3 at the date of effectiveness of the proposed assignment or sublet there is not already more than one other assignee, sublessee or licensee of the Leased Premises or any portions thereof; andTenant.
Appears in 1 contract
Sources: Lease Agreement (Tollgrade Communications Inc \Pa\)
Assignment or Subletting by Tenant. 17.1 Except as may be specifically set forth in this section 17 of the Agreement, the Tenant shall not, by operation of law or otherwise:
17.1.1 assign, or purport to assign, this Agreement or any of the Tenant’s 's rights hereunder;
17.1.2 sublet, or purport to sublet, the Leased Premises or any portion thereof;
17.1.3 license, or purport to license, the use or occupancy of the Leased Premises or any portion thereof;
17.1.4 otherwise transfer, or attempt to transfer any interest including, without limiting the generality of the foregoing, a mortgage, pledge or security interest, in this Agreement, the Leased Premises or the right to the use and occupancy of the Leased Premises; or
17.1.5 indirectly accomplish, or permit or suffer the accomplishment of, any of the foregoing by merger or consolidation with another entity, by acquisition or disposition of assets or liabilities outside the ordinary course of the Tenant’s 's business or by acquisition or disposition, by the Tenant’s 's equity owners or subordinated creditors, of any of their respective interests in the Tenant.
17.2 The Tenant shall not assign this Agreement or any of the Tenant’s 's rights hereunder or sublet the Leased Premises or any portion thereof without first giving three one (31) months’ ' prior notice to the Landlord of its desire to assign or sublet and requesting the Landlord’s 's consent and without first receiving the Landlord’s 's prior written consent, such consent not to be unreasonably withheld, conditioned or delayedexcept as permitted under section 17.6 of this Lease. The Tenant’s 's notice to the Landlord shall include:
17.2.1 the full name, address and telephone number of the proposed assignee or sublessee;
17.2.2 a description of the type(s) of business in which the proposed assignee or sublessee is engaged and proposes to engage;
17.2.3 a description of the precise use to which the proposed assignee or sublessee intends to put the Leased Premises or portion thereof;
17.2.4 the proposed assignee’s 's or subtenant’s 's most recent quarterly and annual financial statements prepared in accordance with generally accepted accounting principles and any other evidence of financial position and responsibility that the Tenant or proposed assignee or sublessee may desire to submit;
17.2.5 by diagram and measurement of the actual square feet of floor space, the precise portion of the Leased Premises proposed to be subject to the assignment of this Agreement or to be sublet;
17.2.6 a complete, accurate and detailed description of the terms of the proposed assignment or sublease including, without limiting the generality of the foregoing, all consideration paid or given, or proposed to be paid or to be given, by the proposed assignee, sublessee or other person to the Tenant and the respective times of payment or delivery;
17.2.7 a payment to the Landlord of an administrative processing fee in the amount of Five Hundred ($500.00) Dollars; and
17.2.8 any other information reasonably requested by the Landlord.
17.3 By the expiration of the notice period contemplated by subsection 17.2 of this Agreement, the Landlord, in its sole discretion, shall take one of the following actions by notice to the Tenant:
17.3.1 grant consent on the terms and conditions set forth in subsection 17.4 of this Agreement and such other reasonable terms and conditions set forth in the Landlord’s 's notice;
17.3.2 refuse to grant consent for any of the reasons set forth in subsection 17.5 of this Agreement or for any other reasonable reason set forth in the Landlord’s 's notice; or
17.3.3 elect to terminate the Term for that portion of the Leased Premises to be assigned or subleased as of (a) the end of the third full month after the Tenant has given notice of the Tenant’s 's desire to assign or sublet or (b) the proposed effective date of the proposed assignment or sublease, provided in either case the assignment or sublease is for all or substantially all of the remaining Term of the Lease.
17.4 The Landlord’s 's consent to the Tenant’s 's proposed assignment or sublease, if granted under subsection 17.3.1 of this Agreement, shall be subject to all the following terms and conditions (and to any other terms and conditions permitted by that subsection):
17.4.1 any proposed assignee or sublessee shall, by document executed and delivered forthwith to the Landlord, agree to be bound by all the obligations of the Tenant set forth in this Agreement;
17.4.2 the Tenant shall remain liable under this Agreement, jointly and severally with any proposed assignee or sublessee, for the timely performance of all obligations of the Tenant set forth in this Agreement;
17.4.3 the Tenant shall forthwith deliver to the Landlord manually executed copies of all documents regarding the proposed assignment or sublease and a written, accurate and complete description, manually executed both by the Tenant and the proposed assignee or sublessee, of any other agreement, arrangement or understanding between them regarding the same;
17.4.4 with respect to any consideration or other thing of value received or to be received by the Tenant in connection with any such assignment or sublease (other than those payable in equal monthly installments each month during the proposed term of any such assignment or sublease), the Tenant shall pay to the Landlord one-half of any such amount and one-half of the fair market value of any other thing of value within ten (10) days of receipt of same; and
17.4.5 with respect to any amount payable to the Tenant in equal monthly installments each month during the proposed term of any such assignment or sublease in connection with such assignment or sublease, which amount is in excess of the amount which bears the same ratio to the monthly installment of Rent due from the Tenant as the gross rentable floor space of the Leased Premises subject to the assignment or sublease bears to the gross rentable floor space of the entire Leased Premises, the Tenant shall pay one-half of such excess to the Landlord together with the Tenant’s 's monthly installment of Rent.
17.5 The Landlord’s 's refusal to grant consent under subsection 17.3.2 of this Agreement shall not be deemed an unreasonable withholding of consent if based upon any of the following reasons (or any other reason permitted by that subsection):
17.5.1 the Landlord desires to take one of the other actions enumerated in subsection 17.3 of this Agreement;
17.5.2 there is are already another assigneetwo or more assignees, sublessee sublessees or licensee licensees of all or a portion of the Leased Premises;
17.5.3 the proposed sublease is for a term of less than one year;
17.5.4 the proposed sublease is for a term which would expire after the Term;
17.5.5 less than one year remains in the Term as of the proposed effective date of the proposed assignment or sublease;
17.5.6 the general reputation, financial position or ability or type of business of, or the anticipated use of the Leased Premises by, the proposed assignee or proposed sublessee is reasonably unsatisfactory to the Landlord or is inconsistent with those of tenants of Other Leased Premises or of the Carnegie Center Complex or inconsistent with any commitment made by the Landlord to any such other tenant;
17.5.7 the proposed Tenant shall not market, advertise or otherwise promote the availability of the Leased Premises or any portion thereof for consideration to be paid to the Tenant during any period of twelve (12) months that is less than the amount of the Market Rental Rate divided by the gross rentable floor space of the Leased Premises and multiplied by that portion of the gross rentable floor space of the Leased Premises proposed to be subject to the proposed assignment or sublease;
17.5.8 [Intentionally Omitted]the gross rentable floor space of the portion of the Leased Premises proposed to be sublet is less than one-quarter of the gross rentable floor space of the Leased Premises;
17.5.9 the proposed assignee or sublessee is a tenant, sublessee or other occupant of Other Leased Premises or other premises in the Carnegie Center Complex; or
17.5.10 any part of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Leased Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to the Landlord and its affiliates.
17.6 Notwithstanding anything to the contrary set forth in section 17 of this Agreement, the Landlord hereby consents to the Tenant’s 's assignment of this Agreement or subletting the Leased Premises or portion thereof specified below if:
17.6.1 at or prior to the respective dates of exercise and effectiveness thereof (a)(i) no Event of Default shall have occurred or (ii) if an Event of Default shall have occurred, the Tenant shall have previously cured it in full or the Landlord shall have waived it and (b) there shall not have been a History of Recurring Events of Default; and
17.6.2 the Tenant and the proposed assignee or sublessee comply with all the conditions set forth in subsections 17.4.1 through 17.4.3 of this Agreement; and
17.6.3 at the date of effectiveness of the proposed assignment or sublet there is not already more than one two other assignee, sublessee or licensee of the Leased Premises or any portions thereof; and
Appears in 1 contract
Assignment or Subletting by Tenant. 17.1 17.1. Except as may be specifically set forth in this section 17 of the Agreement, the Tenant shall not, by operation of law or otherwise:
17.1.1 17.1.1. assign, or purport to assign, this Agreement or any of the Tenant’s 's rights hereunder;
17.1.2 17.1.2. sublet, or purport to sublet, the Leased Premises or any portion thereof;
17.1.3 17.1.3. license, or purport to license, the use or occupancy of the Leased Premises or any portion thereof;
17.1.4 17.1.4. otherwise transfer, or attempt to transfer any interest including, without limiting the generality of the foregoing, a mortgage, pledge or security interest, in this Agreement, the Leased Premises or the right to the use and occupancy of the Leased Premises; or
17.1.5 17.1.5. indirectly accomplish, or permit or suffer the accomplishment of, any of the foregoing by merger or consolidation with another entity, by acquisition or disposition of assets or liabilities outside the ordinary course of the Tenant’s 's business or by acquisition or disposition, by the Tenant’s 's equity owners or subordinated creditors, of any of their respective interests in the Tenant.
17.2 17.2. The Tenant shall not assign this Agreement or any of the Tenant’s 's rights hereunder or sublet the Leased Premises or any portion thereof without first giving three (3) months’ 45 days' prior notice to the Landlord of its desire to assign or sublet and requesting the Landlord’s 's consent and without first receiving the Landlord’s 's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. The Tenant’s 's notice to the Landlord shall include:
17.2.1 17.2.1. the full name, address and telephone number of the proposed assignee or sublessee;
17.2.2 17.2.2. a description of the type(s) of business in which the proposed assignee or sublessee is engaged and proposes to engage;
17.2.3 17.2.3. a description of the precise use to which the proposed assignee or sublessee intends to put the Leased Premises or portion thereof;
17.2.4 the proposed assignee’s or subtenant’s most recent quarterly and annual financial statements prepared in accordance with generally accepted accounting principles and any other evidence of financial position and responsibility that the Tenant or proposed assignee or sublessee may desire to submit;
17.2.5 by diagram and measurement of the actual square feet of floor space, the precise portion of the Leased Premises proposed to be subject to the assignment of this Agreement or to be sublet;
17.2.6 a complete, accurate and detailed description of the terms of the proposed assignment or sublease including, without limiting the generality of the foregoing, all consideration paid or given, or proposed to be paid or to be given, by the proposed assignee, sublessee or other person to the Tenant and the respective times of payment or delivery;
17.2.7 a payment to the Landlord of an administrative processing fee in the amount of Five Hundred ($500.00) Dollars; and
17.2.8 any other information reasonably requested by the Landlord.
17.3 By the expiration of the notice period contemplated by subsection 17.2 of this Agreement, the Landlord, in its sole discretion, shall take one of the following actions by notice to the Tenant:
17.3.1 grant consent on the terms and conditions set forth in subsection 17.4 of this Agreement and such other reasonable terms and conditions set forth in the Landlord’s notice;
17.3.2 refuse to grant consent for any of the reasons set forth in subsection 17.5 of this Agreement or for any other reasonable reason set forth in the Landlord’s notice; or
17.3.3 elect to terminate the Term as of (a) the end of the third full month after the Tenant has given notice of the Tenant’s desire to assign or sublet or (b) the proposed effective date of the proposed assignment or sublease.
17.4 The Landlord’s consent to the Tenant’s proposed assignment or sublease, if granted under subsection 17.3.1 of this Agreement, shall be subject to all the following terms and conditions (and to any other terms and conditions permitted by that subsection):
17.4.1 any proposed assignee or sublessee shall, by document executed and delivered forthwith to the Landlord, agree to be bound by all the obligations of the Tenant set forth in this Agreement;
17.4.2 the Tenant shall remain liable under this Agreement, jointly and severally with any proposed assignee or sublessee, for the timely performance of all obligations of the Tenant set forth in this Agreement;
17.4.3 the Tenant shall forthwith deliver to the Landlord manually executed copies of all documents regarding the proposed assignment or sublease and a written, accurate and complete description, manually executed both by the Tenant and the proposed assignee or sublessee, of any other agreement, arrangement or understanding between them regarding the same;
17.4.4 with respect to any consideration or other thing of value received or to be received by the Tenant in connection with any such assignment or sublease (other than those payable in equal monthly installments each month during the proposed term of any such assignment or sublease), the Tenant shall pay to the Landlord one-half of any such amount and one-half of the fair market value of any other thing of value within ten (10) days of receipt of same; and
17.4.5 with respect to any amount payable to the Tenant in equal monthly installments each month during the proposed term of any such assignment or sublease in connection with such assignment or sublease, which amount is in excess of the amount which bears the same ratio to the monthly installment of Rent due from the Tenant as the gross rentable floor space of the Leased Premises subject to the assignment or sublease bears to the gross rentable floor space of the entire Leased Premises, the Tenant shall pay one-half of such excess to the Landlord together with the Tenant’s monthly installment of Rent.
17.5 The Landlord’s refusal to grant consent under subsection 17.3.2 of this Agreement shall not be deemed an unreasonable withholding of consent if based upon any of the following reasons (or any other reason permitted by that subsection):
17.5.1 the Landlord desires to take one of the other actions enumerated in subsection 17.3 of this Agreement;
17.5.2 there is already another assignee, sublessee or licensee of all or a portion of the Leased Premises;
17.5.3 the proposed sublease is for a term of less than one year;
17.5.4 the proposed sublease is for a term which would expire after the Term;
17.5.5 less than one year remains in the Term as of the proposed effective date of the proposed assignment or sublease;
17.5.6 the financial position or ability or type of business of, or the anticipated use of the Leased Premises by, the proposed assignee or proposed sublessee is reasonably unsatisfactory to the Landlord or is inconsistent with those of tenants of Other Leased Premises or of the Carnegie Center Complex or inconsistent with any commitment made by the Landlord to any such other tenant;
17.5.7 the proposed consideration to be paid to the Tenant during any period of twelve (12) months is less than the amount of the Market Rental Rate divided by the gross rentable floor space of the Leased Premises and multiplied by that portion of the gross rentable floor space of the Leased Premises proposed to be subject to the proposed assignment or sublease;
17.5.8 [Intentionally Omitted];
17.5.9 the proposed assignee or sublessee is a tenant, sublessee or other occupant of Other Leased Premises or other premises in the Carnegie Center Complex; or
17.5.10 any part of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Leased Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to the Landlord and its affiliates.
17.6 Notwithstanding anything to the contrary set forth in section 17 of this Agreement, the Landlord hereby consents to the Tenant’s assignment of this Agreement or subletting the Leased Premises or portion thereof specified below if:
17.6.1 at or prior to the respective dates of exercise and effectiveness thereof (a)(i) no Event of Default shall have occurred or (ii) if an Event of Default shall have occurred, the Tenant shall have previously cured it in full or the Landlord shall have waived it and (b) there shall not have been a History of Recurring Events of Default; and
17.6.2 the Tenant and the proposed assignee or sublessee comply with all the conditions set forth in subsections 17.4.1 through 17.4.3 of this Agreement; and
17.6.3 at the date of effectiveness of the proposed assignment or sublet there is not already more than one other assignee, sublessee or licensee of the Leased Premises or any portions thereof; and
Appears in 1 contract
Assignment or Subletting by Tenant. 17.1 Except as may be specifically set forth in this section 17 of the Agreement, the Tenant shall not, by operation of law or otherwise:
17.1.1 assign, or purport to assign, this Agreement or any of the Tenant’s 's rights hereunder;
17.1.2 sublet, or purport to sublet, the Leased Premises or any portion thereof;
17.1.3 license, or purport to license, the use or occupancy of the Leased Premises or any portion thereof;
17.1.4 otherwise transfer, or attempt to transfer any interest including, without limiting the generality of the foregoing, a mortgage, pledge or security interest, in this Agreement, the Leased Premises or the right to the use and occupancy of the Leased Premises; or
17.1.5 indirectly accomplish, or permit or suffer the accomplishment of, any of the foregoing by merger or consolidation with another entity, by acquisition or disposition of assets or liabilities outside the ordinary course of the Tenant’s 's business or by acquisition or disposition, by the Tenant’s 's equity owners or subordinated creditors, of any of their respective interests in the Tenant.
17.2 The Tenant shall not assign this Agreement or any of the Tenant’s 's rights hereunder or sublet the Leased Premises or any portion thereof without first giving three (3) months’ 30 days' prior notice to the Landlord of its desire to assign or sublet and requesting the Landlord’s 's consent and without first receiving the Landlord’s 's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. The Tenant’s 's notice to the Landlord shall include:
17.2.1 the full name, address and telephone number of the proposed assignee or sublessee;
17.2.2 a description of the type(s) of business in which the proposed assignee or sublessee is engaged and proposes to engage;
17.2.3 a description of the precise use to which the proposed assignee or sublessee intends to put the Leased Premises or portion thereof;
17.2.4 the proposed assignee’s 's or subtenant’s 's most recent quarterly and annual financial statements prepared in accordance with generally accepted accounting principles and any other evidence of financial position and responsibility that the Tenant or proposed assignee or sublessee may desire to submit;
17.2.5 by diagram and measurement of the actual square feet of floor space, the precise portion of the Leased Premises proposed to be subject to the assignment of this Agreement or to be sublet;
17.2.6 a complete, accurate and detailed description of the terms of the proposed assignment or sublease including, without limiting the generality of the foregoing, all consideration paid or given, or proposed to be paid or to be given, by the proposed assignee, sublessee or other person to the Tenant and the respective times of payment or delivery;
17.2.7 a payment to the Landlord of an administrative processing fee in the amount of Five Hundred ($500.00) Dollars; and
17.2.8 17.2.7 any other information reasonably requested by the Landlord.
17.3 By the expiration of the notice period contemplated by subsection 17.2 of this Agreement, the Landlord, in its sole discretion, shall take one of the following actions by notice to the Tenant:
17.3.1 grant consent on the terms and conditions set forth in subsection 17.4 of this Agreement and such other reasonable terms and conditions set forth in the Landlord’s 's notice;
17.3.2 refuse to grant consent for any of the reasons set forth in subsection 17.5 of this Agreement or for any other reasonable reason set forth in the Landlord’s noticeAgreement; or
17.3.3 elect to terminate the Term as of (a) the end of the third full month after the Tenant has given notice of the Tenant’s 's desire to assign or sublet or (b) the proposed effective date of the proposed assignment or sublease.
17.4 The Landlord’s 's consent to the Tenant’s 's proposed assignment or sublease, if granted under subsection 17.3.1 of this Agreement, shall be subject to all the following terms and conditions (and to any other terms and conditions permitted by that subsection):
17.4.1 any proposed assignee or sublessee sublesee shall, by document executed and delivered forthwith to the Landlord, agree to be bound by all the obligations of the Tenant set forth in this Agreement;
17.4.2 the Tenant shall remain liable under this Agreement, jointly and severally with any proposed assignee or sublessee, for the timely performance of all obligations of the Tenant set forth in this Agreement;
17.4.3 the Tenant shall forthwith deliver to the Landlord manually executed copies of all documents regarding the proposed assignment or sublease and a written, accurate and complete description, manually executed both by the Tenant and the proposed assignee or sublessee, of any other agreement, arrangement or understanding between them regarding the same;
17.4.4 with respect to any consideration or other thing of value received or to be received by the Tenant in connection with any such assignment or sublease (other than those payable in equal monthly installments each month during the proposed term of any such assignment or sublease), the Tenant shall pay to the Landlord one-half of any such amount and one-half of the fair market value of any other thing of value within ten (10) 10 days of receipt of same; and
17.4.5 with respect to any amount payable to the Tenant in equal monthly installments each month during the proposed term of any such assignment or sublease in connection with such assignment or sublease, which amount is in excess of the amount which bears the same ratio to the monthly installment of Rent due from the Tenant as the gross rentable usable floor space of the Leased Premises subject to the assignment or sublease bears to the gross rentable usable floor space of the entire Leased Premises, the Tenant shall pay one-half of such excess to the Landlord together with the Tenant’s 's monthly installment of Rent.
17.5 The Landlord’s 's refusal to grant consent under subsection 17.3.2 of this Agreement shall not be deemed an unreasonable withholding of consent if based upon any of the following reasons (or any other reason permitted by that subsection):
17.5.1 the Landlord desires to take one of the other actions action enumerated in subsection 17.3 17.3.3 of this Agreement;:
17.5.2 there is already another assignee, sublessee or licensee of all or a portion of the Leased Premises;
17.5.3 the proposed sublease is for a term of less than one year;
17.5.4 the proposed sublease is for a term which would expire after the Term;
17.5.5 less than one year remains in the Term as of the proposed effective date of the proposed assignment or sublease;
17.5.6 the general reputation, financial position or ability or type of business of, or the anticipated use of the Leased Premises by, by the proposed assignee or proposed sublessee is reasonably unsatisfactory to the Landlord or is inconsistent with those of tenants of Other Leased Premises or of the Carnegie Center Complex or inconsistent with any commitment made by the Landlord to any such other tenant;
17.5.7 the proposed consideration to be paid to the Tenant during any period of twelve (12) 12 months is less than the amount of the Market Rental Rate divided by the gross rentable floor space of the Leased Premises and multiplied by that portion of the gross rentable floor space of the Leased Premises Premise proposed to be subject to the proposed assignment or subleasesublease and the Tenant or any of its agents shall have publicized such lower rate in any media or broad based mailing;
17.5.8 [Intentionally Omitted];the gross rentable floor space of the portion of the Leased Premises proposed to be sublet is less than one-third of the gross rentable floor space of the Leased Premises; or
17.5.9 the proposed assignee or sublessee is a tenant, sublessee or tenant of other occupant of Other Leased Premises or other premises in the Carnegie Center Complex; or
17.5.10 any part of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Leased Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to the Landlord and its affiliates.
17.6 Notwithstanding anything to the contrary set forth in section 17 of this Agreement, the Landlord hereby consents to the Tenant’s assignment of this Agreement or 's subletting the Leased Premises or portion thereof specified below if:
17.6.1 at or prior to the respective dates of exercise and effectiveness thereof (a)(ia) (i) no Event of Default shall have occurred or (ii) if an Event of Default shall have occurred, the Tenant shall have previously cured it in full or and the Landlord shall have waived it and (b) there shall not have been a History of Recurring Events of Default; and
17.6.2 the Tenant and the proposed assignee or sublessee comply with all the conditions set forth in subsections 17.4.1 through 17.4.3 of this Agreement; and
17.6.3 at the date of effectiveness of the proposed assignment or sublet there is not already more than one other assignee, sublessee or licensee of the Leased Premises or any portions thereof; and
17.6.4 one of the following is applicable:
17.6.4.1 the proposed sublessee is, and continues to be, an Affiliate of the Tenant, and if the proposed sublessee is also a person controlling the Tenant the proposed sublessee shall also have and shall continue to have a net worth at least as great as the greatest of the net worth of the Tenant (i) on the Commencement Date, (ii) before the transaction or event giving rise to such controlling relationship and (iii) immediately after the transaction or event giving rise to such controlling relationship; or
17.6.4.2 the proposed sublessee is a person (a) resulting from the merger or consolidation of the Tenant with or into such person or (b) purchasing substantially all the assets (subject to substantially all the liabilities) of the Tenant, provided either the Tenant or the proposed sublessee shall have and shall continue to have a net worth at least as great as the greatest of the net worth of the Tenant (i) on the Commencement Date, (ii) before the transaction or event giving rise to such controlling relationship and (iii) immediately after the transaction or event giving rise to such controlling relationship. 18 SIGNS, DISPLAYS AND ADVERTISING.
18.1 The Tenant shall have one sign identifying the Landlord's assigned number for the Leased Premises at the principal entrance to the Leased Premises. The Tenant may identify itself in or on each of: the sign at the principal entrance to the Leased Premises, the Building directory and the directory, if any, on the floor of the Building on which the Leased Premises is located. All such signs, and the method and materials used in mounting and dismounting them, shall be in accordance with the Landlord's specifications. All such signs shall be provided and mounted by the Landlord at the Landlord's expense, except that the Tenant shall bear any expense of identifying itself on the sign at the principal entrance to the Leased Premises.
18.2 No other sign, advertisement, fixture or display shall be used by the Tenant on the Property or in the Building or the Common Facilities. Any signs other than those specifically permitted under subsection 18.1 of this Agreement shall be removed promptly by the Tenant or by the Landlord at the Tenant's expense.
Appears in 1 contract
Assignment or Subletting by Tenant. 17.1 17.1. Except as may be specifically set forth in this section 17 of the this Agreement, the Tenant shall not, by operation of law or otherwisewithout the Landlord’s prior written approval:
17.1.1 assign, or purport to assign, 17.1.1. assign this Agreement or any of the Tenant’s rights hereunder;
17.1.2 sublet, or purport to sublet, 17.1.2. sublet the Leased Premises or any portion thereof;
17.1.3 license, or purport to license, 17.1.3. license the use or occupancy of the Leased Premises or any portion thereof;
17.1.4 17.1.4. otherwise transfer, or attempt to transfer any interest including, without limiting the generality of the foregoing, a mortgage, pledge or security interest, in this Agreement, the Leased Premises Premises, but not the contents of the Leased Premises, or the right to the use and occupancy of the Leased Premises; or
17.1.5 17.1.5. indirectly accomplish, or permit or suffer the accomplishment of, any of the foregoing by merger or consolidation with another entity, by acquisition or disposition of assets or liabilities outside the ordinary course of the Tenant’s business or by acquisition or disposition, by the Tenant’s equity owners or subordinated creditors, of any of their respective interests in the Tenant.
17.2 17.2. The Tenant shall not assign this Agreement or any of the Tenant’s rights hereunder or sublet the Leased Premises or any portion thereof without first giving three fifteen (315) months’ days prior notice to the Landlord of its desire to assign or sublet and requesting the Landlord’s consent and without first receiving the Landlord’s prior written consent. Within fifteen (15) days after the expiration of the fifteen (15) day notice period, such Landlord shall inform Tenant of its decision in writing. If Landlord does not respond within fifteen (15) days, it will be deemed that consent is granted to Tenant. Landlord shall not unreasonably withhold and or delay its consent. The notice shall be accompanied by an agreement by Tenant to be unreasonably withheld, conditioned reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment or delayedsublease and the documentation related thereto. The Tenant’s notice to the Landlord also shall include:
17.2.1 17.2.1. the full name, address and telephone number of the proposed assignee or sublessee;
17.2.2 17.2.2. a description of the type(s) of business in which the proposed assignee or sublessee is engaged and proposes to engage;
17.2.3 17.2.3. a description of the precise use to which the proposed assignee or sublessee intends to put the Leased Premises or portion thereof;
17.2.4 17.2.4. the proposed assignee’s or subtenant’s most recent quarterly and annual financial statements prepared in accordance with generally accepted accounting principles and any other evidence of financial position and responsibility that the Tenant or proposed assignee or sublessee may desire to submit;
17.2.5 17.2.5. by diagram and measurement of the actual square feet of floor space, the precise portion of the Leased Premises proposed to be subject to the assignment of this Agreement or to be sublet;
17.2.6 17.2.6. a complete, accurate and detailed description complete summary of the terms of the proposed assignment or sublease including, without limiting the generality of the foregoing, all consideration paid or given, or proposed to be paid or to be given, by the proposed assignee, sublessee or other person to the Tenant and the respective times of payment or delivery;
17.2.7 a payment to the Landlord of an administrative processing fee in the amount of Five Hundred ($500.00) Dollars; and
17.2.8 17.2.7. any other information reasonably requested by the Landlord.
17.3 17.3. By the expiration of the notice period contemplated by subsection 17.2 of this Agreement, the Landlord, in its sole discretion, shall take one of the following actions by notice to the Tenant:
17.3.1 17.3.1. grant consent on the terms and conditions set forth in subsection 17.4 of this Agreement and such other reasonable terms and conditions set forth in the Landlord’s notice;
17.3.2 17.3.2. refuse to grant consent for any of the reasons set forth in subsection 17.5 of this Agreement or for any other reasonable reason set forth in the Landlord’s notice; or
17.3.3 17.3.3. elect to terminate the Term as of (a) the end of the third first full month after the Tenant has given notice of the Tenant’s desire to assign or sublet or (b) the proposed effective date of the proposed assignment or sublease.
17.4 17.4. The Landlord’s consent to the Tenant’s proposed assignment or sublease, if granted under subsection 17.3.1 of this Agreement, shall be subject to all the following terms and conditions (and to any other terms and conditions permitted by that subsection):
17.4.1 17.4.1. any proposed assignee or sublessee shall, by document executed and delivered forthwith to the Landlord, agree to be bound by all the obligations of the Tenant set forth in this AgreementAgreement except that a sublessee shall only be bound to pay the rent agreed to in the sublease;
17.4.2 17.4.2. the Tenant shall remain liable under this Agreement, jointly and severally with any proposed assignee or sublessee, for the timely performance of all obligations of the Tenant set forth in this Agreement;
17.4.3 17.4.3. the Tenant shall forthwith deliver to the Landlord manually executed copies of all documents regarding the proposed assignment or sublease and a written, accurate and complete description, manually executed both by the Tenant and the proposed assignee or sublessee, of any other agreement, arrangement or understanding between them regarding the same;
17.4.4 17.4.4. with respect to any consideration or other thing of value received or to be received by the Tenant in place of or as a substitute for rent in connection with any such assignment or sublease (other than those payable in equal monthly installments each month during the proposed term of any such assignment or sublease), the Tenant shall pay to the Landlord one-half of any such amount and one-half of the fair market value of any other thing of value within ten (10) 10 days of receipt of same; and;
17.4.5 17.4.5. with respect to any amount payable to the Tenant in equal monthly installments each month during the proposed term of any such assignment or sublease in connection with such assignment or sublease, which amount is in excess of the amount which bears the same ratio to the monthly installment of Rent due from the paid by Tenant as the gross rentable floor space of the Leased Premises subject to the assignment or sublease bears to the gross rentable floor space of the entire Leased PremisesLandlord, the Tenant shall pay one-half of such excess to the Landlord together with the Tenant’s monthly installment of RentRent after Tenant has deducted therefrom the cost of alterations and improvements, brokerage fees, legal fees and rent concessions;
17.4.6. the proposed use of the Leased Premises is a permitted use under this Agreement; and
17.4.7. Tenant shall reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment or sublease and the documentation related thereto, not to exceed five hundred dollars.
17.5 17.5. The Landlord’s refusal to grant consent under subsection 17.3.2 of this Agreement shall not be deemed an unreasonable withholding of consent if based upon any of the following reasons (or any other reason permitted by that subsection):
17.5.1 17.5.1. the Landlord desires to take one of the other actions enumerated in subsection 17.3 of this Agreement;
17.5.2 there 17.5.2. if comparable space is already another assignee, available in the Building and the proposed sublessee or licensee assignee is an existing tenant of all or a portion of the Other Leased Premises;
17.5.3 17.5.3. the proposed sublease is for a term of less than one year;
17.5.4 the proposed sublease is for a term which would expire after the Term;
17.5.5 less than one year remains in the Term as of the proposed effective date of the proposed assignment or sublease;
17.5.6 the general reputation, financial position or ability or type of business of, or the anticipated use of the Leased Premises by, the proposed assignee or proposed sublessee is reasonably unsatisfactory to the Landlord or is inconsistent with those of tenants of Other Leased Premises or of the Carnegie Center Complex or inconsistent with any commitment made by the Landlord to any such other tenant;
17.5.7 17.5.4. Tenant has advertised or listed the space for subleasing or assignment at a rate or at a proposed consideration to be paid to the Tenant during any period of twelve (12) months rate which is less than the amount of rate being quoted by Landlord for other available space in the Market Rental Rate divided by Building.
17.6. The Tenant shall have the gross rentable floor space of right to assign this Agreement or sublet the Leased Premises and multiplied by that portion or portions thereof without the prior written consent of the gross rentable floor space Landlord and without the application of subsections 17.1 and 17.2 of this Agreement if one of the Leased Premises proposed to be subject to following is applicable:
17.6.1. the proposed assignment assignee or sublease;sublessee is, and continues to be, an Affiliate of the Tenant and the Affiliate relationship was not created to avoid the operation of this section of the Agreement; or
17.5.8 [Intentionally Omitted];
17.5.9 17.6.2. the proposed assignee or sublessee is a tenant, sublessee an entity (a) resulting from the merger or other occupant consolidation of Other Leased Premises the Tenant with or other premises into such entity or (b) purchasing substantially all the assets (subject to substantially all the liabilities) of the Tenant or (c) purchasing substantially all the issued and outstanding capital stock in the Carnegie Center Complex; orTenant.
17.5.10 any part 17.6.3. For this purpose, an “Affiliate” of Tenant means an entity controlling, controlled by, or under common control with, Tenant.
17.6.4. Notwithstanding the rent payable under foregoing provisions of this subsection 17.6, the proposed provisions of subsections 17.4.1, 17.4.3 and 17.4.6 of this Agreement shall continue to apply in the event of an assignment or sublease shall be based in whole or in part on the income or profits derived from the Leased Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to the Landlord and its affiliatesan Affiliate.
17.6 Notwithstanding anything to the contrary set forth in section 17 of this Agreement, the Landlord hereby consents to the Tenant’s assignment of this Agreement or subletting the Leased Premises or portion thereof specified below if:
17.6.1 at or prior to the respective dates of exercise and effectiveness thereof (a)(i) no Event of Default shall have occurred or (ii) if an Event of Default shall have occurred, the Tenant shall have previously cured it in full or the Landlord shall have waived it and (b) there shall not have been a History of Recurring Events of Default; and
17.6.2 the Tenant and the proposed assignee or sublessee comply with all the conditions set forth in subsections 17.4.1 through 17.4.3 of this Agreement; and
17.6.3 at the date of effectiveness of the proposed assignment or sublet there is not already more than one other assignee, sublessee or licensee of the Leased Premises or any portions thereof; and
Appears in 1 contract
Assignment or Subletting by Tenant. 17.1 17.1. Except as may be specifically set forth in this section 17 of the Agreement, the Tenant shall not, by operation of law or otherwise:
17.1.1 17.1.1. assign, or purport to assign, this Agreement or any of the Tenant’s 's rights hereunder;
17.1.2 17.1.2. sublet, or purport to sublet, the Leased Premises or any portion thereof;
17.1.3 17.1.3. license, or purport to license, the use or occupancy of the Leased Premises or any portion thereof;
17.1.4 17.1.4. otherwise transfer, or attempt to transfer any interest including, without limiting the generality of the foregoing, a mortgage, pledge or security interest, in this Agreement, the Leased Premises or the right to the use and occupancy of the Leased Premises; or
17.1.5 17.1.5. indirectly accomplish, or permit or suffer the accomplishment of, any of the foregoing by merger or consolidation with another entity, by acquisition or disposition of assets or liabilities outside the ordinary course of the Tenant’s 's business or by acquisition or disposition, by the Tenant’s 's equity owners or subordinated creditors, of any of their respective interests in the Tenant.
17.2 17.2. The Tenant shall not assign this Agreement or any of the Tenant’s 's rights hereunder or sublet the Leased Premises or any portion thereof without first giving three (3) months’ ' prior notice to the Landlord of its desire to assign or sublet and requesting the Landlord’s 's consent and without first receiving the Landlord’s 's prior written consent, such consent not . The notice shall be accompanied by an agreement by Tenant to be unreasonably withheld, conditioned reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment or delayedsublease and the documentation related thereto. The Tenant’s 's notice to the Landlord also shall include:
17.2.1 17.2.1. the full name, address and telephone number of the proposed assignee or sublessee;
17.2.2 17.2.2. a description of the type(s) of business in which the proposed assignee or sublessee is engaged and proposes to engage;
17.2.3 17.2.3. a description of the precise use to which the proposed assignee or sublessee intends to put the Leased Premises or portion thereof;
17.2.4 17.2.4. the proposed assignee’s 's or subtenant’s 's most recent quarterly and annual financial statements prepared in accordance with generally accepted accounting principles and any other evidence of financial position and responsibility that the Tenant or proposed assignee or sublessee may desire to submit;
17.2.5 17.2.5. by diagram and measurement of the actual square feet of floor space, the precise portion of the Leased Premises proposed to be subject to the assignment of this Agreement or to be sublet;
17.2.6 17.2.6. a complete, accurate and detailed description of the terms of the proposed assignment or sublease including, without limiting the generality of the foregoing, all consideration paid or given, or proposed to be paid or to be given, by the proposed assignee, sublessee or other person to the Tenant and the respective times of payment or delivery;
17.2.7 a payment to the Landlord of an administrative processing fee in the amount of Five Hundred ($500.00) Dollars; and
17.2.8 17.2.7. any other information reasonably requested by the Landlord.
17.3 17.3. By the expiration of the notice period contemplated by subsection 17.2 of this Agreement, the Landlord, in its sole discretion, shall take one of the following actions by notice to the Tenant:
17.3.1 17.3.1. grant consent on the terms and conditions set forth in subsection 17.4 of this Agreement and such other reasonable terms and conditions set forth in the Landlord’s 's notice;
17.3.2 17.3.2. refuse to grant consent for any of the reasons set forth in subsection 17.5 of this Agreement or for any other reasonable reason set forth in the Landlord’s 's notice; or
17.3.3 17.3.3. elect to terminate the Term as of (a) the end of the third full month after the Tenant has given notice of the Tenant’s 's desire to assign or sublet or (b) the proposed effective date of the proposed assignment or sublease.
17.4 17.4. The Landlord’s 's consent to the Tenant’s 's proposed assignment or sublease, if granted under subsection 17.3.1 of this Agreement, shall be subject to all the following terms and conditions (and to any other terms and conditions permitted by that subsection):
17.4.1 17.4.1. any proposed assignee or sublessee shall, by document executed and delivered forthwith to the Landlord, agree to be bound by all the obligations of the Tenant set forth in this Agreement;
17.4.2 17.4.2. the Tenant shall remain liable under this Agreement, jointly and severally with any proposed assignee or sublessee, for the timely performance of all obligations of the Tenant set forth in this Agreement;
17.4.3 17.4.3. the Tenant shall forthwith deliver to the Landlord manually executed copies of all documents regarding the proposed assignment or sublease and a written, accurate and complete description, manually executed both by the Tenant and the proposed assignee or sublessee, of any other agreement, arrangement or understanding between them regarding the same;
17.4.4 17.4.4. with respect to any consideration or other thing of value received or to be received by the Tenant in connection with any such assignment or sublease (other than those payable in equal monthly installments each month during the proposed term of any such assignment or sublease), the Tenant shall pay to the Landlord one-half of any such amount and one-half of the fair market value of any other thing of value within ten (10) 10 days of receipt of same; and;
17.4.5 17.4.5. with respect to any amount payable to the Tenant in equal monthly installments each month during the proposed term of any such assignment or sublease in connection with such assignment or sublease, which amount is in excess of the amount which bears the same ratio to the monthly installment of Rent due from the Tenant as the gross rentable usable floor space of the Leased Premises subject to the assignment or sublease bears to the gross rentable usable floor space of the entire Leased Premises, the Tenant shall pay one-half of such excess to the Landlord together with the Tenant’s 's monthly installment of Rent;
17.4.6. the proposed use of the Leased Premises is the same as that permitted under subsection 7.1 of this Agreement; and
17.4.7. Tenant shall reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment or sublease and the documentation related thereto.
17.5 17.5. The Landlord’s 's refusal to grant consent under subsection 17.3.2 of this Agreement shall not be deemed an unreasonable withholding of consent if based upon any of the following reasons (or any other reason permitted by that subsection):
17.5.1 17.5.1. the Landlord desires to take one of the other actions enumerated in subsection 17.3 of this Agreement;
17.5.2 17.5.2. there is already another assignee, sublessee or licensee of all or a portion of the Leased Premises;
17.5.3 17.5.3. the proposed sublease is for a term of less than one year;
17.5.4 17.5.4. the proposed sublease is for a term which would expire after the Term;
17.5.5 17.5.5. less than one year remains in the Term as of the proposed effective date of the proposed assignment or sublease;
17.5.6 17.5.6. the general reputation, financial position or ability or type of business of, or the anticipated use of the Leased Premises by, the proposed assignee or proposed sublessee is reasonably unsatisfactory to the Landlord or is inconsistent with those of tenants of Other Leased Premises or of the Carnegie Center Complex or inconsistent with any commitment made by the Landlord to any such other tenant;
17.5.7 17.5.7. the proposed consideration to be paid to the Tenant during any period of twelve (12) 12 months is less than the amount of the Market Rental Rate divided by the gross rentable floor space of the Leased Premises and multiplied by that portion of the gross rentable floor space of the Leased Premises proposed to be subject to the proposed assignment or sublease;
17.5.8 [Intentionally Omitted];
17.5.9 17.5.8. the proposed assignee or sublessee is a tenant, sublessee or other occupant of Other Leased Premises or other premises in the Carnegie Center Complex; or
17.5.10 any part gross rentable floor space of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Leased Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to the Landlord and its affiliates.
17.6 Notwithstanding anything to the contrary set forth in section 17 of this Agreement, the Landlord hereby consents to the Tenant’s assignment of this Agreement or subletting the Leased Premises or portion thereof specified below if:
17.6.1 at or prior to the respective dates of exercise and effectiveness thereof (a)(i) no Event of Default shall have occurred or (ii) if an Event of Default shall have occurred, the Tenant shall have previously cured it in full or the Landlord shall have waived it and (b) there shall not have been a History of Recurring Events of Default; and
17.6.2 the Tenant and the proposed assignee or sublessee comply with all the conditions set forth in subsections 17.4.1 through 17.4.3 of this Agreement; and
17.6.3 at the date of effectiveness of the proposed assignment or sublet there is not already more than one other assignee, sublessee or licensee of the Leased Premises proposed to be sublet is less than one-third of the gross rentable floor space of the Leased Premises; or
17.5.9. Tenant has advertised or any portions thereof; andlisted the space for subleasing or assignment at a rate which is less than the rate being quoted by Landlord for other available space in the Building.
Appears in 1 contract
Sources: Lease Agreement (SmartPros Ltd.)
Assignment or Subletting by Tenant. 17.1 Except as may be specifically set forth in this section 17 of the Agreement, the 17.1. Tenant shall not, by operation of law or otherwise:
17.1.1 assign, or purport have the absolute right to assign, assign this Agreement or sublease all or a portion of the Premises without the prior written consent of the Landlord (a “Permitted Assignment”), subject, however, to the following express limitations:
17.1.1. The aggregate amount of space leased to Tenant in all buildings in Carnegie Center to be subleased or assigned by Tenant or its affiliates shall not exceed one hundred fifty thousand (150,000) square feet of Net Rentable Area.
17.1.2. Tenant shall not sublease or assign any part of the Premises to any existing tenant in any of the Tenantbuildings in Carnegie Center without Landlord’s rights prior consent, which consent shall not be unreasonably withheld, if vacant space is not then available in Carnegie Center which directly competes with the space Tenant proposes to sublet or assign.
17.2. As to any Permitted Assignment hereunder;
17.1.2 sublet, or purport to sublet, the Leased Premises or any portion thereof;
17.1.3 license, or purport to license, the use or occupancy of the Leased Premises or any portion thereof;
17.1.4 otherwise transfer, or attempt to transfer any interest including, without limiting the generality of the foregoing, a mortgage, pledge or security interest, in this Agreement, the Leased Premises or the right to the use and occupancy of the Leased Premises; or
17.1.5 indirectly accomplish, or permit or suffer the accomplishment of, any of the foregoing by merger or consolidation with another entity, by acquisition or disposition of assets or liabilities outside the ordinary course of the Tenant’s business or by acquisition or disposition, by the Tenant’s equity owners or subordinated creditors, of any of their respective interests in the Tenant.
17.2 The Tenant shall not assign this Agreement or any of the Tenant’s rights right hereunder or sublet the Leased Premises or any portion thereof without first giving three fifteen (315) monthsdays’ prior notice to the Landlord of its desire to assign this Lease or sublet and requesting all or a portion of the Landlord’s consent and without first receiving the Landlord’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayedPremises. The Tenant’s notice to the Landlord shall include:
17.2.1 the full name, address and telephone number of the proposed assignee or sublessee;
17.2.2 a description of the type(s) of business in which the proposed assignee or sublessee is engaged and proposes to engage;
17.2.3 a description of the precise use to which the proposed assignee or sublessee intends to put the Leased Premises or portion thereof;
17.2.4 the proposed assignee’s or subtenant’s most recent quarterly and annual financial statements prepared in accordance with generally accepted accounting principles and any other evidence of financial position and responsibility that the Tenant or proposed assignee or sublessee may desire to submit;
17.2.5 by diagram and measurement of the actual square feet of floor space, the precise portion of the Leased Premises proposed to be subject to the assignment of this Agreement or to be sublet;
17.2.6 a complete, accurate and detailed description of the terms of the proposed assignment or sublease including, without limiting the generality of the foregoing, all consideration paid or given, or proposed to be paid or to be given, by the proposed assignee, sublessee or other person to the Tenant and the respective times of payment or delivery;
17.2.7 a payment to the Landlord of an administrative processing fee in the amount of Five Hundred ($500.00) Dollars; and
17.2.8 any other information reasonably requested by the Landlord.
17.3 By the expiration 17.3. Within fifteen (15) days of the notice period contemplated by subsection 17.2 receipt of this Agreementsuch notice, the Landlord, in its sole discretion, shall take one of the following actions by notice to the Tenant:
17.3.1 grant consent on the terms and conditions set forth in subsection 17.4 of this Agreement and such other reasonable terms and conditions set forth in the Landlord’s notice;
17.3.2 refuse to grant consent for any of the reasons set forth in subsection 17.5 of this Agreement or for any other reasonable reason set forth in the Landlord’s notice; or
17.3.3 may elect to terminate the Term with respect to such portion of the Premises proposed to be subject to the assignment or to be sublet as of (a) the end of the third full month after the Tenant has given notice of the Tenant’s desire to assign or sublet or (b) the proposed effective date of the proposed assignment or sublease.
17.4 The , which action hereunder shall be deemed “Landlord’s consent to the Tenant’s proposed assignment or sublease, if granted under subsection 17.3.1 of this Agreement, shall be subject to all the following terms and conditions (and to any other terms and conditions permitted by that subsection):
17.4.1 any proposed assignee or sublessee shall, by document executed and delivered forthwith to the Landlord, agree to be bound by all the obligations Recapture”. Effective as of the Tenant set forth in this Agreement;
17.4.2 the Tenant shall remain liable under this Agreement, jointly and severally with any proposed assignee or sublessee, for the timely performance date of all obligations of the Tenant set forth in this Agreement;
17.4.3 the Tenant shall forthwith deliver to the Landlord manually executed copies of all documents regarding the proposed assignment or sublease and a written, accurate and complete description, manually executed both by the Tenant and the proposed assignee or sublessee, of any other agreement, arrangement or understanding between them regarding the same;
17.4.4 with respect to any consideration or other thing of value received or to be received by the Tenant in connection with any such assignment or sublease (other than those payable in equal monthly installments each month during the proposed term of any such assignment or sublease), the Tenant shall pay to the Landlord one-half of any such amount and one-half of the fair market value of any other thing of value within ten (10) days of receipt of same; and
17.4.5 with respect to any amount payable to the Tenant in equal monthly installments each month during the proposed term of any such assignment or sublease in connection with such assignment or sublease, which amount is in excess of the amount which bears the same ratio to the monthly installment of Rent due from the Tenant as the gross rentable floor space of the Leased Premises subject to the assignment or sublease bears to the gross rentable floor space of the entire Leased Premises, the Tenant shall pay one-half of such excess to the Landlord together with the Tenant’s monthly installment of Rent.
17.5 The Landlord’s refusal to grant consent under subsection 17.3.2 of this Agreement shall not be deemed an unreasonable withholding of consent if based upon any of the following reasons (or any other reason permitted by that subsection):
17.5.1 the Landlord desires to take one of the other actions enumerated in subsection 17.3 of this Agreement;
17.5.2 there is already another assignee, sublessee or licensee Recapture of all or a portion of the Leased Premises;, Tenant shall thereafter have no further obligation under the Lease applicable to such recaptured space, except to the extent of any unpaid obligations due and owing from Tenant pursuant to the terms and conditions of this Agreement.
17.5.3 the proposed sublease is for a term 17.3.1 Landlord’s Recapture election shall only apply to assignments or sublets (individually or cumulatively) of less more than one year;
17.5.4 the proposed sublease is for a term which would expire after the Term;
17.5.5 less than one year remains in the Term as of the proposed effective date of the proposed assignment or sublease;
17.5.6 the financial position or ability or type of business of, or the anticipated use 20% of the Leased Premises by, the proposed assignee or proposed sublessee is reasonably unsatisfactory to the Landlord or is inconsistent with those of tenants of Other Leased Premises or of the Carnegie Center Complex or inconsistent with any commitment made by the Landlord to any such other tenant;
17.5.7 the proposed consideration to be paid to the Tenant during any period of twelve (12) months is less than the amount of the Market Rental Rate divided by the gross rentable floor space of the Leased Premises and multiplied by that portion of the gross rentable floor space of the Leased Premises proposed to be subject to the proposed assignment or sublease;
17.5.8 [Intentionally Omitted];
17.5.9 the proposed assignee or sublessee is a tenant, sublessee or other occupant of Other Leased Premises or other premises in the Carnegie Center Complex; or
17.5.10 any part of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Leased Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to the Landlord and its affiliatesPremises.
17.6 Notwithstanding anything to the contrary set forth in section 17 of this Agreement, the Landlord hereby consents to the Tenant’s assignment of this Agreement or subletting the Leased Premises or portion thereof specified below if:
17.6.1 at or prior to the respective dates of exercise and effectiveness thereof (a)(i) no Event of Default shall have occurred or (ii) if an Event of Default shall have occurred, the Tenant shall have previously cured it in full or the Landlord shall have waived it and (b) there shall not have been a History of Recurring Events of Default; and
17.6.2 the Tenant and the proposed assignee or sublessee comply with all the conditions set forth in subsections 17.4.1 through 17.4.3 of this Agreement; and
17.6.3 at the date of effectiveness of the proposed assignment or sublet there is not already more than one other assignee, sublessee or licensee of the Leased Premises or any portions thereof; and
Appears in 1 contract
Assignment or Subletting by Tenant. 17.1 Except as may be specifically set forth in this section 17 of the Agreement, the Tenant shall not, by operation of law or otherwise:
17.1.1 assign, or purport to assign, this Agreement or any of the Tenant’s rights hereunder;
17.1.2 sublet, or purport to sublet, the Leased Premises or any portion thereof;
17.1.3 license, or purport to license, the use or occupancy of the Leased Premises or any portion thereof;
17.1.4 otherwise transfer, or attempt to transfer any interest including, without limiting the generality of the foregoing, a mortgage, pledge or security interest, in this Agreement, the Leased Premises or the right to the use and occupancy of the Leased Premises; or
17.1.5 indirectly accomplish, or permit or suffer the accomplishment of, any of the foregoing by merger or consolidation with another entity, by acquisition or disposition of assets or liabilities outside the ordinary course of the Tenant’s business or by acquisition or disposition, by the Tenant’s equity owners or subordinated creditors, of any of their respective interests in the Tenant.
17.2 The Tenant shall not assign this Agreement or any of the Tenant’s rights hereunder or sublet the Leased Premises or any portion thereof without first giving three thirty (330) monthsdays’ prior notice to the Landlord of its desire to assign or sublet and requesting the Landlord’s consent and without first receiving the Landlord’s prior written consent, such which consent shall not to be unreasonably withheld, conditioned withheld or delayed. The Tenant’s notice to the Landlord shall include:
17.2.1 the full name, address and telephone number of the proposed assignee or sublessee;
17.2.2 a description of the type(s) of business in which the proposed assignee or sublessee is engaged and proposes to engage;
17.2.3 a description of the precise use to which the proposed assignee or sublessee intends to put the Leased Premises or portion thereof;
17.2.4 the proposed assignee’s or subtenant’s most recent quarterly and annual financial statements prepared in accordance with generally accepted accounting principles and any other evidence of financial position and responsibility that the Tenant or proposed assignee or sublessee may desire to submit;
17.2.5 by diagram and measurement of the actual square feet of floor space, the precise portion of the Leased Premises proposed to be subject to the assignment of this Agreement or to be sublet;
17.2.6 a complete, accurate and detailed description of the terms of the proposed assignment or sublease including, without limiting the generality of the foregoing, all consideration paid or given, or proposed to be paid or to be given, by the proposed assignee, sublessee or other person to the Tenant and the respective times of payment or delivery;
17.2.7 a payment to the Landlord of an administrative processing fee in the amount of Five Hundred ($500.00) Dollars; and
17.2.8 17.2.7 any other information reasonably requested by the Landlord.
17.3 By the expiration of the notice period contemplated by subsection 17.2 of this Agreement, the Landlord, in its sole discretion, shall take one of the following actions by notice to the Tenant:
17.3.1 grant consent on the terms and conditions set forth in subsection 17.4 of this Agreement and such other reasonable terms and conditions set forth in the Landlord’s notice;
17.3.2 refuse to grant consent for any of the reasons set forth in subsection 17.5 of this Agreement or for any other reasonable reason set forth in the Landlord’s notice; or
17.3.3 elect to terminate the Term as of (a) the end of the third full month after the Tenant has given notice of the Tenant’s desire to assign or sublet or (b) the proposed effective date of the proposed assignment or sublease.
17.4 The Landlord’s consent to the Tenant’s proposed assignment or sublease, if granted under subsection 17.3.1 of this Agreement, shall be subject to all the following terms and conditions (and to any other terms and conditions permitted by that subsection):
17.4.1 any proposed assignee or sublessee shall, by document executed and delivered forthwith to the Landlord, agree to be bound by all the obligations of the Tenant set forth in this Agreement;
17.4.2 the Tenant shall remain liable under this Agreement, jointly and severally with any proposed assignee or sublessee, for the timely performance of all obligations of the Tenant set forth in this Agreement;
17.4.3 the Tenant shall forthwith deliver to the Landlord manually executed copies of all documents regarding the proposed assignment or sublease and a written, accurate and complete description, manually executed both by the Tenant and the proposed assignee or sublessee, of any other agreement, arrangement or understanding between them regarding the same;
17.4.4 with respect to any consideration or other thing of value received or to be received by the Tenant in connection with any such assignment or sublease (other than those payable in equal monthly installments each month during the proposed term of any such assignment or sublease), the Tenant shall pay to the Landlord one-half of any such amount and one-half of the fair market value of any other thing of value (net of Transaction Costs in connection with such respective assignment or sublet) within ten (10) days of receipt of same; and
17.4.5 with respect to any amount payable to the Tenant in equal monthly installments each month during the proposed term of any such assignment or sublease in connection with such assignment or sublease, which amount is in excess of the amount which bears the same ratio to the monthly installment of Rent due from the Tenant as the gross rentable usable floor space of the Leased Premises subject to the assignment or sublease bears to the gross rentable usable floor space of the entire Leased Premises, the Tenant shall pay one-half of such excess (net of the amount of the balance of unrecovered Transaction Costs in connection with the respective assignment or sublet) to the Landlord together with the Tenant’s monthly installment of Rent.
17.5 The Landlord’s refusal to grant consent under subsection 17.3.2 of this Agreement shall not be deemed an unreasonable withholding of consent if based upon any of the following reasons (or any other reason permitted by that subsection):
17.5.1 the Landlord desires to take one of the other actions enumerated in subsection 17.3 of this Agreement;
17.5.2 there is already a combination of another assigneetwo assignees, sublessee sublessees or licensee licensees of all or a portion of the Leased Premises;
17.5.3 the proposed sublease is for a term of less than one year;
17.5.4 the proposed sublease is for a term which would expire after the Term;
17.5.5 less than one year remains in the Term as of the proposed effective date of the proposed assignment or sublease;
17.5.6 the financial position or ability or type of business of, or the anticipated use of the Leased Premises by, the proposed assignee or proposed sublessee is reasonably unsatisfactory to the Landlord or is inconsistent with those of tenants of Other Leased Premises or of the Carnegie Tower Center Complex or inconsistent with any commitment made by the Landlord to any such other tenant;
17.5.7 the proposed consideration to be paid to the Tenant during any period of twelve (12) months is marketed as less than the amount of the Market Rental Rate divided by the gross rentable floor space of the Leased Premises and multiplied by that portion of the gross rentable floor space of the Leased Premises proposed to be subject to the proposed assignment or sublease;; or
17.5.8 [Intentionally Omitted];
17.5.9 the proposed assignee or sublessee is a tenant, sublessee or other occupant tenant of Other Leased Premises or other premises in the Carnegie Center Complex; or
17.5.10 any part of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Leased Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to the Landlord and its affiliatesBuilding.
17.6 Notwithstanding anything to the contrary set forth in section 17 of this Agreement, the Landlord hereby consents to the Tenant’s assignment of this Agreement or subletting the Leased Premises or portion thereof specified below if:
17.6.1 at or prior to the respective dates of exercise and effectiveness thereof (a)(i) no Event of Default shall have occurred or (ii) if an Event of Default shall have occurred, the Tenant shall have previously cured it in full or the Landlord shall have waived it and (b) there shall not have been a History of Recurring Events of Default; and
17.6.2 the Tenant and the proposed assignee or sublessee comply with all the conditions set forth in subsections 17.4.1 through 17.4.3 of this Agreement; and
17.6.3 at the date of effectiveness 17.6 3 one of the following is applicable:
17.6.3.1 the proposed assignee or sublessee is, and continues to be, an Affiliate of the Tenant, provided that the proposed assignee or sublessee shall also have and shall continue to have a net worth at least as great as that of the Tenant on the Commencement Date; or
17.6.3.2 the proposed assignee or sublessee is a person (a) resulting from the merger or consolidation of the Tenant with or into such person or (b) purchasing substantially all the assets (subject to substantially all the liabilities) of the Tenant and succeeding to the business of the Tenant, provided either the Tenant or the proposed assignee or sublessee shall have and shall continue to have a net worth at least as great as that of the Tenant on the Commencement Date.
17.7 No person other than the Tenant shall have any assignment or sublet there is not already more than one other assignee, sublessee or licensee of the Leased Premises or any portions thereof; andrights under this Agreement.
Appears in 1 contract
Assignment or Subletting by Tenant. 17.1 Except as may be specifically set forth in this section 17 of the Agreement, the Tenant shall not, by operation of law or otherwise:
17.1.1 assign, or purport to assign, this Agreement or any of the Tenant’s 's rights hereunder;
17.1.2 sublet, or purport to sublet, the Leased Premises or any portion thereof;
17.1.3 license, or purport to license, the use or occupancy of the Leased Premises or any portion thereof;
17.1.4 otherwise transfer, or attempt to transfer any interest including, without limiting the generality of the foregoing, a mortgage, pledge or security interest, in this Agreement, the Leased Premises or the right to the use and occupancy of the Leased Premises; or
17.1.5 indirectly accomplish, or permit or suffer the accomplishment of, any of the foregoing by merger or consolidation with another entity, by acquisition or disposition of assets or liabilities outside the ordinary course of the Tenant’s 's business or by acquisition or disposition, by the Tenant’s 's equity owners or subordinated creditors, of any of their respective interests in the Tenant.
17.2 The Tenant shall not assign this Agreement or any of the Tenant’s 's rights hereunder or sublet the Leased Premises or any portion thereof without first giving three (3) months’ sixty days' prior notice to the Landlord of its desire to assign or sublet and requesting the Landlord’s 's consent and without first receiving the Landlord’s 's prior written consent, such which consent shall not to be unreasonably unreasonably, withheld, conditioned delayed or delayedconditioned. The Tenant’s 's notice to the Landlord shall include:
17.2.1 the full name, address and telephone number of the proposed assignee or sublessee;
17.2.2 a description of the type(s) of business in which the proposed assignee or sublessee is engaged and proposes to engage;
17.2.3 a description of the precise use to which the proposed assignee or sublessee intends to put the Leased Premises or portion thereof;
17.2.4 the proposed assignee’s 's or subtenant’s 's most recent quarterly and annual financial statements prepared in accordance with generally accepted accounting principles and any other evidence of financial position and responsibility that the Tenant or proposed assignee or sublessee may desire to submit;
17.2.5 by diagram and measurement of the actual square feet of floor space, the precise portion of the Leased Premises proposed to be subject to the assignment of this Agreement or to be sublet;
17.2.6 a complete, accurate and detailed description of the terms of the proposed assignment or sublease including, without limiting the generality of the foregoing, all consideration paid or given, or proposed to be paid or to be given, by the proposed assignee, sublessee or other person to the Tenant and the respective times of payment or delivery;
17.2.7 a payment to the Landlord of an administrative processing fee in the amount of Five Hundred ($500.00) Dollars; and
17.2.8 17.2.7 any other information reasonably requested by the Landlord.
17.3 By the expiration of the notice period contemplated by subsection 17.2 of this Agreement, the Landlord, in its sole discretion, shall take one of the following actions by notice to the Tenant:
17.3.1 grant consent on the terms and conditions set forth in subsection 17.4 of this Agreement and such other reasonable terms and conditions set forth in the Landlord’s 's notice;
17.3.2 refuse to grant consent for any of the reasons set forth in subsection 17.5 of this Agreement or for any other reasonable reason set forth in the Landlord’s 's notice; or
17.3.3 elect to terminate the Term as of (a) the end of the third full month after the Tenant has given notice of the Tenant’s 's desire to assign or sublet or (b) the proposed effective date of the proposed assignment or sublease.
17.4 The Landlord’s 's consent to the Tenant’s 's proposed assignment or sublease, if granted under subsection 17.3.1 of this Agreement, shall be subject to all the following terms and conditions (and to any other terms and conditions permitted by that subsection):
17.4.1 any proposed assignee or sublessee shall, by document executed and delivered forthwith to the Landlord, agree to be bound by all the obligations of the Tenant set forth in this Agreement;
17.4.2 the Tenant shall remain liable under this Agreement, jointly and severally with any proposed assignee or sublessee, for the timely performance of all obligations of the Tenant set forth in this Agreement;
17.4.3 the Tenant shall forthwith deliver to the Landlord manually executed copies of all documents regarding the proposed assignment or sublease and a written, accurate and complete description, manually executed both by the Tenant and the proposed assignee or sublessee, of any other agreement, arrangement or understanding between them regarding the same;
17.4.4 with respect to any consideration or other thing of value received or to be received by the Tenant in connection with any such assignment or sublease (other than those payable in equal monthly installments each month during the proposed term of any such assignment or sublease), the Tenant shall pay to the Landlord one-half of any such amount and one-half of the fair market value of any other thing of value within ten (10) 10 days of receipt of same; and
17.4.5 with respect to any amount payable to the Tenant in equal monthly installments each month during the proposed term of any such assignment or sublease in connection with such assignment or subleasesublease (net of the monthly amount of the balance of unrecovered Transaction Costs in connection with the respective assignment or sublet, amortized over the term of the respective assignment or sublet), which amount is in excess of the amount which bears the same ratio to the monthly installment of Rent due from the Tenant as the gross rentable usable floor space of the Leased Premises subject to the assignment or sublease bears to the gross rentable usable floor space of the entire Leased Premises, the Tenant shall pay one-half of such excess to the Landlord together with the Tenant’s 's monthly installment of Rent.
17.5 The Landlord’s 's refusal to grant consent under subsection 17.3.2 of this Agreement shall not be deemed an unreasonable withholding of consent if based upon any of the following reasons (or any other reason permitted by that subsection):
17.5.1 the Landlord desires to take one of the other actions enumerated in subsection 17.3 of this Agreement;
17.5.2 there is already another assignee, sublessee or licensee of all or a portion of the Leased Premises;
17.5.3 the proposed sublease is for a term of less than one year;
17.5.4 the proposed sublease is for a term which would expire after the Term;
17.5.5 less than one year remains in the Term as of the proposed effective date of the proposed assignment or sublease;
17.5.6 the general reputation, financial position or ability or type of business of, or the anticipated use of the Leased Premises by, the proposed assignee or proposed sublessee is reasonably unsatisfactory to the Landlord or is inconsistent with those of tenants of Other Leased Premises or of the Carnegie Center Complex or inconsistent with any commitment made by the Landlord to any such other tenant;
17.5.7 the proposed consideration to be paid to the Tenant during any period of twelve (12) 12 months is less than ninety five (95%) percent of the amount of the Market Rental Rate divided by the gross rentable floor space of the Leased Premises and multiplied by that portion of the gross rentable floor space of the Leased Premises proposed to be subject to the proposed assignment or sublease;
17.5.8 [Intentionally Omitted];the gross rentable floor space of the portion of the Leased Premises proposed to be sublet is less than one-third of the gross rentable floor space of the Leased Premises; or
17.5.9 the proposed assignee or sublessee is a tenant, sublessee or other occupant tenant of Other Leased Premises Premises; or
17.5.10 the proposed assignee or sublessee is a tenant of other premises in the Carnegie Center Complex; or
17.5.10 any part , provided that on the date of the rent payable under delivery of the notice set forth in subsection 17.2 of this Agreement, in the event of a proposed assignment or sublease shall be based there is available space comparable in whole or in part on the income or profits derived from size to the Leased Premises or if any in the event of a proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable sublease, there is available space comparable in size to the Landlord and its affiliatesportion of the Leased Premises proposed to be sublet.
17.6 Notwithstanding anything to the contrary set forth in section 17 of this Agreement, the Landlord hereby consents to the Tenant’s assignment of this Agreement or 's subletting the Leased Premises or portion thereof specified below if:
17.6.1 at or prior to the respective dates of exercise and effectiveness thereof (a)(i) no Event of Default shall have occurred or (ii) if an Event of Default shall have occurred, the Tenant shall have previously cured it in full or the Landlord shall have waived it and (b) there shall not have been a History of Recurring Events of Default; and
17.6.2 the Tenant and the proposed assignee or sublessee comply with all the conditions set forth in subsections 17.4.1 through 17.4.3 of this Agreement; and
17.6.3 at the date of effectiveness of the proposed assignment or sublet there is not already more than one other assignee, sublessee or licensee of the Leased Premises or any portions thereof; and
17.6.4 one of the following is applicable:
17.6.4.1 the proposed sublessee is, and continues to be, an Affiliate of the Tenant, except that if the proposed sublessee is a person controlling the Tenant the proposed sublessee shall also have a net worth at least as great as that of the Tenant on the Commencement Date; or
17.6.4.2 the proposed sublessee is a person (a) resulting from the merger or consolidation of the Tenant with or into such person or (b) purchasing substantially all the assets (subject to substantially all the liabilities) of the Tenant and succeeding to the business of the Tenant, provided either the Tenant or the proposed sublessee shall have and shall continue to have a net worth at least as great as that of the Tenant on the Commencement Date.
17.7 No person other than the Tenant shall have any assignment or sublet rights under this Agreement. 18 Signs, Displays and Advertising. -------------------------------
18.1 The Tenant shall have one sign identifying the Landlord's assigned number for the Leased Premises at the principal entrance to the Leased Premises. The Tenant may identify itself in or on each of: the sign at the principal entrance to the Leased Premises, the Building directory and the directory, if any, on the floor of the Building on which the Leased Premises is located. All such signs, and the method and materials used in mounting and dismounting them, shall be in accordance with the Landlord's specifications. All such signs shall be provided and mounted by the Landlord at the Landlord's expense, except that the Tenant shall bear any expense of identifying itself on the sign at the principal entrance to the Leased Premises.
18.2 No other sign, advertisement, fixture or display shall be used by the Tenant on the Property or in the Building or the Common Facilities. Any signs other than those specifically permitted under subsection 18.1 of this Agreement shall be removed promptly by the Tenant or by the Landlord at the Tenant's expense.
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Assignment or Subletting by Tenant. 17.1 17.1. Except as may be specifically set forth in this section 17 (including, without limitation, subsection 17.6) of the Agreement, the Tenant shall not, by operation of law or otherwise:
17.1.1 assign, or purport to assign, 17.1.1. assign this Agreement or any of the Tenant’s 's rights hereunder;
17.1.2 sublet, or purport to sublet, 17.1.2. sublet the Leased Premises or any portion thereof;
17.1.3 license, or purport to license, 17.1.3. license the use or occupancy of the Leased Premises or any portion thereof;
17.1.4 17.1.4. otherwise transfer, or attempt to transfer any interest including, without limiting the generality of the foregoing, a mortgage, pledge or security interest, in this Agreement, the Leased Premises or the right to the use and occupancy of the Leased Premises; or
17.1.5 17.1.5. indirectly accomplish, or permit or suffer the accomplishment of, any of the foregoing by merger or consolidation with another entity, by acquisition or disposition of assets or liabilities outside the ordinary course of the Tenant’s 's business or by acquisition or disposition, by the Tenant’s 's equity owners or subordinated creditors, of any of their respective interests in the Tenant.
17.2 The 17.2. Except as may be specifically set forth in this section 17 (including, without limitation, subsection 17.6) of the Agreement, the Tenant shall not assign this Agreement or any of the Tenant’s 's rights hereunder or sublet the Leased Premises or any portion thereof without first giving three seven (37) months’ business days' prior notice to the Landlord of its desire to assign or sublet and requesting the Landlord’s 's consent and without first receiving the Landlord’s prior written consent, such which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned. The Tenant’s 's notice to the Landlord shall include:
17.2.1 17.2.1. the full name, address and telephone number of the proposed assignee or sublessee;
17.2.2 17.2.2. a description of the type(s) of business in which the proposed assignee or sublessee is engaged and proposes to engage;
17.2.3 17.2.3. a description of the precise use to which the proposed assignee or sublessee intends to put the Leased Premises or portion thereofthereof if not substantially the same as permitted in subsection 7.1 and, if the use is not substantially the same, any other information reasonably requested by the Landlord;
17.2.4 17.2.4. the proposed assignee’s 's or subtenant’s 's most recent quarterly and annual financial statements prepared in accordance with generally accepted accounting principles and or any other evidence of financial position and responsibility that the Tenant or proposed assignee or sublessee may desire to submit;
17.2.5 17.2.5. by diagram and measurement of the actual square feet of floor space, the precise portion of the Leased Premises proposed to be subject to the assignment of this Agreement or to be sublet;
17.2.6 17.2.6. a complete, accurate and detailed description of the terms of the proposed assignment or sublease including, without limiting the generality of the foregoing, all consideration paid or given, or proposed to be paid or to be given, by the proposed assignee, sublessee or other person to the Tenant and the respective times of payment or delivery;
17.2.7 a payment to the Landlord of an administrative processing fee in the amount of Five Hundred ($500.00) Dollars; and
17.2.8 any other information reasonably requested by the Landlord.
17.3 17.3. By the expiration of the seven (7) business day notice period contemplated by provided in subsection 17.2 of this Agreement, the Landlord, in its sole discretion, shall take one of the following actions by notice to the Tenant:
17.3.1 17.3.1. grant consent on the terms and conditions set forth in subsection 17.4 of this Agreement and such other reasonable terms and conditions set forth in the Landlord’s noticeAgreement;
17.3.2 refuse 17.3.2. reasonably and in good faith decline to grant consent for any of the reasons set forth in subsection 17.5 of this Agreement or for any other reasonable reason set forth in the Landlord’s noticeAgreement; or
17.3.3 17.3.3. elect to terminate the Term as of (a) the end of the third full month after the Tenant has given notice of the Tenant’s 's desire to assign or sublet or (b) the proposed effective date of the proposed assignment or sublease.
17.4 17.4. The Landlord’s 's consent to the Tenant’s 's proposed assignment or sublease, if granted under subsection 17.3.1 of this Agreement, shall be subject to all the following terms and conditions (and to any other terms and conditions permitted by that subsection):conditions:
17.4.1 17.4.1. any proposed assignee or sublessee shall, by document executed and delivered forthwith to the Landlord, agree to be bound by all the obligations of the Tenant set forth in this Agreement;
17.4.2 17.4.2. the Tenant shall remain liable under this Agreement, jointly and severally with any proposed assignee or sublessee, for the timely performance of all obligations of the Tenant set forth in this Agreement;
17.4.3 17.4.3. the Tenant shall forthwith deliver to the Landlord manually executed copies of all documents regarding the proposed assignment or sublease and a written, accurate and complete description, manually executed both by the Tenant and the proposed assignee or sublessee, of any other agreement, arrangement or understanding between them regarding the same;
17.4.4 17.4.4. with respect to any consideration or other thing of value received or to be received by the Tenant directly in connection with any consideration for such assignment or sublease (other than advance rent payments and security deposits and those amounts payable in equal monthly installments each month during the proposed term of any such assignment or sublease), the Tenant shall pay to the Landlord one-half of any such amount and one-half of the fair market value (in excess of Tenant's basis) of any other thing of value within ten (10) 10 days of receipt of same; andsame after Tenant shall have fully recovered any brokerage fees, attorneys fees, repair and improvement costs, fees payable to Landlord pursuant to Section 17.4.6, below, and other costs and expenses incurred by Tenant in connection with such assignment or subletting;
17.4.5 17.4.5. with respect to any amount payable to the Tenant in equal monthly installments each month during the proposed term of any such assignment or sublease in connection with such assignment or sublease, which amount is in excess of the amount which bears the same ratio to the monthly installment of Rent due from the Tenant as the gross rentable usable floor space of the Leased Premises subject to the assignment or sublease bears to the gross rentable usable floor space of the entire Leased Premises, the Tenant shall pay one-half of such excess to the Landlord together with the Tenant’s 's monthly installment of RentRent after Tenant shall have fully recovered any brokerage fees, attorneys fees, repair and improvement costs, fees payable to Landlord pursuant to Section 17.4.6, below, and other costs and expenses incurred by Tenant in connection with such assignment or subletting; and
17.4.6. Tenant shall reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment or sublease and the documentation related thereto, not to exceed $500 per transaction.
17.5 17.5. The Landlord’s 's refusal to grant consent under subsection 17.3.2 of this Agreement shall not be deemed an unreasonable withholding of consent if based upon any of the following reasons (or any other reason permitted by that subsection):
17.5.1 17.5.1. the Landlord desires to take one of the other actions enumerated in subsection 17.3 of this Agreement;
17.5.2 there is already another assignee, sublessee or licensee of all or a portion of the Leased Premises;
17.5.3 the proposed sublease is for a term of less than one year;
17.5.4 17.5.2. the proposed sublease is for a term which would expire after the Term;
17.5.5 less than one year remains in 17.5.3. the Term as of the proposed effective date of the proposed assignment or sublease;
17.5.6 the general reputation, financial position or ability or type of business of, or the anticipated use of the Leased Premises by, the proposed assignee or proposed sublessee is reasonably unsatisfactory to the Landlord or is substantially inconsistent with uses of those of tenants of Other Leased Premises or of the Carnegie Center Complex or inconsistent with any commitment made by the Landlord to any such other tenantPremises;
17.5.7 17.5.4. the proposed consideration to be paid to the Tenant during any period of twelve (12) 12 months is less than sixty (60%) percent the amount of the Market Rental Rate divided by the gross rentable floor space of the Leased Premises and multiplied by that portion of the gross rentable floor space of the Leased Premises proposed to be subject to the proposed assignment or sublease;
17.5.8 [Intentionally Omitted];
17.5.9 the proposed assignee or sublessee is a tenant, sublessee or other occupant of Other Leased Premises or other premises in the Carnegie Center Complex; or
17.5.10 any part 17.5.5. the gross rentable floor space of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from portion of the Leased Premises or if any proposed assignment or sublease shall potentially have any adverse effect on to be sublet is less than one-third of the real estate investment trust qualification requirements applicable to gross rentable floor space of the Landlord and its affiliatesLeased Premises.
17.6 Notwithstanding anything 17.5.6. Tenant agrees that no advertisement offering any portion of the Leased Premises for sublet or assignment shall state a rental rate which is less than the Basic Rent, but it may state "terms to be negotiated".
17.6. Anything in this section 17 to the contrary set forth in section 17 of this Agreementnotwithstanding, the and expressly without triggering any advance notice requirement or Landlord hereby consents to the Tenant’s assignment of this Agreement termination or subletting the Leased Premises or portion thereof specified below if:
17.6.1 at or prior to the respective dates of exercise and effectiveness thereof (a)(i) no Event of Default shall have occurred or (ii) if an Event of Default shall have occurredrecapture right, the Tenant shall have previously cured it in full the right to assign this Agreement or sublet the Leased Premises or portions thereof without the prior written consent of the Landlord shall have waived it and (b) there shall not have been a History without the application of Recurring Events subsections 17.1 and 17.2 of Default; andthis Agreement if one of the following is applicable:
17.6.2 17.6.1 the assignee or sublessee is an Affiliate of the Tenant and the proposed assignee or sublessee comply with all Affiliate relationship was not created to avoid the conditions set forth in subsections 17.4.1 through 17.4.3 operation of this section of the Agreement; and
17.6.3 at the date of effectiveness of the proposed assignment or sublet there is not already more than one other assignee, sublessee or licensee of the Leased Premises or any portions thereof; andor
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Sources: Lease Agreement (Enzon Inc)
Assignment or Subletting by Tenant. 17.1 17.1. Except as may be specifically set forth in this section 17 of the Agreement, the Tenant shall not, by operation of law or otherwise:
17.1.1 17.1.1. assign, or purport to assign, this Agreement or any of the Tenant’s 's rights hereunder;
17.1.2 17.1.2. sublet, or purport to sublet, the Leased Premises or any portion thereof;
17.1.3 17.1.3. license, or purport to license, the use or occupancy of the Leased Premises or any portion thereof;
17.1.4 17.1.4. otherwise transfer, or attempt to transfer any interest including, without limiting the generality of the foregoing, a mortgage, pledge or security interest, in this Agreement, the Leased Premises or the right to the use and occupancy of the Leased Premises; or
17.1.5 17.1.5. indirectly accomplish, or permit or suffer the accomplishment of, any of the foregoing by merger or consolidation with another entity, by acquisition or disposition of assets or liabilities outside the ordinary course of the Tenant’s 's business or by acquisition or disposition, by the Tenant’s 's equity owners or subordinated creditors, of any of their respective interests in the Tenant.
17.2 17.2. The Tenant shall not assign this Agreement or any of the Tenant’s 's rights hereunder or sublet the Leased Premises or any portion thereof without first giving three (3) months’ ' prior notice to the Landlord of its desire to assign or sublet and requesting the Landlord’s 's consent and without first receiving the Landlord’s 's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. The Tenant’s 's notice to the Landlord shall include:
17.2.1 17.2.1. the full name, address and telephone number of the proposed assignee or sublessee;
17.2.2 17.2.2. a description of the type(s) of business in which the proposed assignee or sublessee is engaged and proposes to engage;
17.2.3 17.2.3. a description of the precise use to which the proposed assignee or sublessee intends to put the Leased Premises or portion thereof;
17.2.4 17.2.4. the proposed assignee’s 's or subtenant’s 's most recent quarterly and annual financial statements prepared in accordance with generally accepted accounting principles and any other evidence of financial position and responsibility that the Tenant or proposed assignee or sublessee may desire to submit;
17.2.5 17.2.5. by diagram and measurement of the actual square feet of floor space, the precise portion of the Leased Premises proposed to be subject to the assignment of this Agreement or to be sublet;
17.2.6 17.2.6. a complete, accurate and detailed description of the terms of the proposed assignment or sublease including, without limiting the generality of the foregoing, all consideration consider ation paid or given, or proposed to be paid or to be given, by the proposed assignee, sublessee or other person to the Tenant and the respective times of payment or delivery;
17.2.7 a payment to the Landlord of an administrative processing fee in the amount of Five Hundred ($500.00) Dollars; and
17.2.8 17.2.7. any other information reasonably requested by the Landlord.
17.3 17.3. By the expiration of the notice period contemplated by subsection 17.2 of this Agreement, the Landlord, in its sole discretion, shall take one of the following actions by notice to the Tenant:
17.3.1 17.3.1. grant consent on the terms and conditions set forth in subsection 17.4 of this Agreement Agree ment and such other reasonable terms and conditions set forth in the Landlord’s 's notice;
17.3.2 17.3.2. refuse to grant consent for any of the reasons set forth in subsection 17.5 of this Agreement or for any other reasonable reason set forth in the Landlord’s 's notice; or
17.3.3 17.3.3. elect to terminate the Term as of (a) the end of the third full month after the Tenant has given notice of the Tenant’s 's desire to assign or sublet or (b) the proposed effective date of the proposed assignment or sublease.
17.4 17.4. The Landlord’s 's consent to the Tenant’s 's proposed assignment or sublease, if granted under subsection 17.3.1 of this Agreement, shall be subject to all the following terms and conditions (and to any other terms and conditions permitted by that subsection):
17.4.1 17.4.1. any proposed assignee or sublessee shall, by document executed and delivered forthwith to the Landlord, agree to assume and be bound by all the obligations of the Tenant set forth in this Agreement;
17.4.2 17.4.2. the Tenant shall remain liable under this Agreement, jointly and severally with any proposed assignee or sublessee, for the timely performance of all obligations of the Tenant set forth in this Agreement;
17.4.3 17.4.3. the Tenant shall forthwith deliver to the Landlord manually executed copies of all documents regarding the proposed assignment or sublease and a written, accurate and complete description, manually executed both by the Tenant and the proposed assignee or sublessee, of any other agreement, arrangement or understanding between them regarding the same;
17.4.4 17.4.4. with respect to any consideration or other thing of value received or to be received by the Tenant in connection with any such assignment or sublease (other than those payable in equal monthly installments each month during the proposed term of any such assignment or sublease), the Tenant shall pay to the Landlord one-half of any such amount and one-half of the fair market value of any other thing of value within ten (10) 10 days of receipt of same; and
17.4.5 17.4.5. with respect to any amount payable to the Tenant in equal monthly installments each month during the proposed term of any such assignment or sublease in connection with such assignment or sublease, which amount is in excess of the amount which bears the same ratio to the monthly installment of Rent due from the Tenant as the gross rentable usable floor space of the Leased Premises subject to the assignment or sublease bears to the gross rentable usable floor space of the entire Leased Premises, the Tenant shall pay one-half of such excess to the Landlord together with the Tenant’s 's monthly installment of Rent.
17.5 17.5. The Landlord’s 's refusal to grant consent under subsection 17.3.2 of this Agreement shall not be deemed an unreasonable withholding of consent if based upon any of the following reasons (or any other reason permitted by that subsection):
17.5.1 17.5.1. the Landlord desires to take one of the other actions enumerated in subsection 17.3 of this Agreement;
17.5.2 17.5.2. there is already another assignee, sublessee or licensee of all or a portion of the Leased Premises;
17.5.3 17.5.3. the proposed sublease is for a term of less than one year;
17.5.4 17.5.4. the proposed sublease is for a term which would expire after the Term;
17.5.5 17.5.5. less than one year remains in the Term as of the proposed effective date of the proposed assignment or sublease;
17.5.6 17.5.6. the general reputation, financial position or ability or type of business of, or the anticipated use of the Leased Premises by, the proposed assignee or proposed sublessee subles see is reasonably unsatisfactory to the Landlord or is inconsistent with those of tenants of Other Leased Premises or of the Carnegie Center Complex or inconsistent with any commitment commit ment made by the Landlord to any such other tenant;
17.5.7 17.5.7. the proposed consideration to be paid to the Tenant during any period of twelve (12) 12 months is less than the amount of the Market Rental Rate divided by the gross rentable floor space of the Leased Premises and multiplied by that portion of the gross rentable floor space of the Leased Premises proposed to be subject to the proposed assignment or sublease;
17.5.8 [Intentionally Omitted];
17.5.9 the proposed assignee or sublessee is a tenant, sublessee or other occupant of Other Leased Premises or other premises in the Carnegie Center Complex; or
17.5.10 any part 17.5.8. the gross rentable floor space of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Leased Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to the Landlord and its affiliates.
17.6 Notwithstanding anything to the contrary set forth in section 17 of this Agreement, the Landlord hereby consents to the Tenant’s assignment of this Agreement or subletting the Leased Premises or portion thereof specified below if:
17.6.1 at or prior to the respective dates of exercise and effectiveness thereof (a)(i) no Event of Default shall have occurred or (ii) if an Event of Default shall have occurred, the Tenant shall have previously cured it in full or the Landlord shall have waived it and (b) there shall not have been a History of Recurring Events of Default; and
17.6.2 the Tenant and the proposed assignee or sublessee comply with all the conditions set forth in subsections 17.4.1 through 17.4.3 of this Agreement; and
17.6.3 at the date of effectiveness of the proposed assignment or sublet there is not already more than one other assignee, sublessee or licensee of the Leased Premises or any portions thereof; andproposed to be sublet is less than one-third of the gross rentable floor space of the Leased Premises.
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