Common use of Assignment Permitted Clause in Contracts

Assignment Permitted. (a) Not to assign or transfer the whole of the Demised Premises without the prior written consent of the Landlord such consent not to be unreasonably withheld subject to the terms contained in clauses 3.23(b) to 3.23(f) (inclusive), (b) The Landlord may withhold its consent to a proposed assignment or transfer if any one or more of the following circumstances (which are specified for the purpose of Section 19(1A) of the 1▇▇▇ ▇▇▇) exist: (i) any sum properly due from the Tenant under this Lease remains unpaid; (ii) in the Landlord’s reasonable opinion there is at the date of the application for consent to assign any material outstanding breach of any of the Tenant’s covenants or other terms of this Lease; (iii) the proposed assignee or transferee (or any guarantor required under clause 3.23(d)(ii)) has or will have immunity from suit or legal process in relation to any breach of any covenants or conditions contained in this Lease; (iv) the proposed assignee or transferee (or any guarantor required under clause 3.23(d)(ii)) is a corporation registered in a jurisdiction in which there is no reciprocity of treatment for the enforcement of judgments obtained in England and Wales; (v) the proposed assignee or transferee is a company which is in the same group (within the meaning of Section 42 of the 1954 Act) as the Tenant (vi) that in the reasonable opinion of the Landlord the proposed assignee is not of sufficient financial standing to enable it to comply with the tenant’s covenants under this Lease. (c) Clause 3.23(b) shall operate without prejudice to the right of the Landlord to refuse such consent on any other ground or grounds where such refusal would be reasonable; (d) The Landlord may impose any one or more of the following conditions (which are specified for the purpose of Section 19(1A) of the 1927 Act): (i) a requirement that the assigning Tenant and in the event of a previous unauthorised assignment a former tenant (as defined in Section 16(6) of the 1▇▇▇ ▇▇▇) each separately execute as a deed and deliver to the Landlord prior to the assignment in question an authorised guarantee agreement in the form set out in Part 2 of Schedule 5 (to the extent permitted by law); (ii) a requirement that (to the extent permitted by any surety for the assigning tenant is made party to any authorised guarantee agreement entered into by the assigning tenant in order to guarantee the obligations of the assigning tenant contained in the authorised guarantee agreement; (iii) if the Landlord reasonably so requires a requirement that not more than two third party guarantors reasonably acceptable to the Landlord are provided who execute in favour of the Landlord and deliver to the Landlord prior to the assignment in question a deed of covenant in the terms of the covenants for a surety contained in Part 1 of Schedule 5; (e) Clause 3.23

Assignment Permitted. (a) Not to assign or transfer the whole of the Demised Premises without the prior written consent of the Landlord such consent not to be unreasonably withheld or delayed subject to the terms contained in clauses 3.23(b) to 3.23(f) (inclusive), (b) The Landlord may withhold its consent to a proposed assignment or transfer if any one or more of the following circumstances (which are specified for the purpose of Section 19(1A) of the 1▇▇192▇ ▇▇▇) exist▇xist: (i) any sum properly due and (other than the yearly rent) demanded from the Tenant under this Lease remains unpaid; (ii) in the Landlord’s reasonable opinion there is at the date of the application for consent to assign any material outstanding breach of any of the Tenant’s covenants or other terms of this Lease; (iii) the proposed assignee or transferee (or any guarantor required under clause 3.23(d)(ii)) has or will have immunity from suit or legal process in relation to any breach of any covenants or conditions contained in this Lease; (iv) the proposed assignee or transferee (or any guarantor required under clause 3.23(d)(ii)) is a corporation registered in a jurisdiction in which there is no reciprocity of treatment for the enforcement of judgments obtained in England and Wales;; or (v) the proposed assignee or transferee is a company which is in the same group (within the meaning of Section 42 of the 1954 Act) as the Tenant (vi) that in the reasonable opinion of the Landlord the proposed assignee is not of sufficient financial standing to enable it to comply with the tenant’s covenants under this Lease. (c) Clause 3.23(b) shall operate without prejudice to the right of the Landlord to refuse such consent on any other ground or grounds where such refusal would be reasonable; (d) The Landlord may impose any one or more of the following conditions (which are specified for the purpose of Section 19(1A) of the 1927 Act): (i) a requirement that the assigning Tenant and in the event of a previous unauthorised assignment a former tenant (as defined in Section 16(6) of the 1▇▇199▇ ▇▇▇) each ▇ach separately execute as a deed and deliver to the Landlord prior to the assignment in question an authorised guarantee agreement in the form set out in Part 2 of Schedule 5 4 (to the extent permitted by law); (ii) a requirement that (to the extent permitted by any surety for the assigning tenant is made party to any authorised guarantee agreement entered into by the assigning tenant in order to guarantee the obligations of the assigning tenant contained in the authorised guarantee agreement; (iii) if the Landlord reasonably so requires a requirement that not more than two third party guarantors reasonably acceptable to the Landlord are provided who execute in favour of the Landlord and deliver to the Landlord prior to the assignment in question a deed of covenant in the terms of the covenants for a surety contained in Part 1 of Schedule 54; (e) Clause 3.233.23(c) shall operate without prejudice to the right of the Landlord to impose further conditions upon a grant of consent where such imposition would be reasonable. (f) The Tenant shall give notice to the Landlord in writing within fifteen working days of the Tenant becoming aware of the death of any individual who has covenanted with the Landlord as surety or of an Event of Insolvency arising in respect of a surety. If so required by the Landlord at the expense of the Tenant the Tenant shall within two (2) months of such event procure that some other individual or company acceptable to the Landlord acting reasonably shall covenant with the Landlord as surety in the terms of clause 3.23(d)(iii) in place of such individual or company.