Assignment/Subletting. Except as provided herein, Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.
Appears in 4 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement (Tuesday Morning Corp/De), Lease Agreement (Tuesday Morning Corp/De)
Assignment/Subletting. Except A. Lessor shall have the right to sell, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, Tenant shall not assign except for obligations or liabilities accrued prior to such assignment or sale.
B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in any manner transfer entering into this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without Lease. Without the prior written consent of Landlord, which Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be unreasonably withheldpledged, conditionedencumbered, hypothecated or delayed. As assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of Tenant’s request forany of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as a condition toLessor may request, Landlord’s consent including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or subleaseGuarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, Tenant in which case, Lessor shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor.
C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a proposed transfer Subject Transfer shall not be required if each of the following conditions are satisfied:
(i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated;
(ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition");
(iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable;
(iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition")
(v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor;
(vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer;
(vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a third party and Tenant’s sole remedy Securitization, Lender shall be an action to enforce any such provision through specific performance have received a notice or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred confirmation of the rating agencies which have issued ratings in connection with such assignment Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or sublease request. Notwithstanding anything in this Lease qualify any of such ratings (the "Rating Agency Condition"); and
(viii) Lessee shall have delivered to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation Lessor a certification that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) conditions to any corporation which is such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the successor corporation foregoing, in the event of a corporate reorganization that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (a “Related Entity”1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with respect to an assignment to the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a Related Entity described calendar month, beginning with the calendar month in subsections (iiwhich such payment is made) and (iii), such Related Entity has a tangible net worth shall be equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of Base Monthly Rental then in effect reduced by the Premises to a Related Entity described in subsection Subject Transfer Rent Reduction Amount (ias hereinafter defined) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements For purposes of this Section 13 have been satisfied, including if applicable26.C, the qualification of such proposed transferee following terms shall be defined as an affiliate of Tenant or a Related Entity.set forth below:
Appears in 4 contracts
Sources: Master Lease (O Charleys Inc), Master Lease (O Charleys Inc), Master Lease (O Charleys Inc)
Assignment/Subletting. 14.1. Except as expressly provided herein, Tenant this Agreement and each site license granted pursuant to individual Site Supplements herein is personal to Licensee and for Licensee’s use only. Licensee shall not assign lease, sublicense, share with, convey or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent resell to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce others any such provision through specific performance space or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs rights granted hereunder; provided, however, the Parties agree and expenses incurred in connection with such assignment or sublease request. Notwithstanding acknowledge that, notwithstanding anything in this Lease Agreement to the contrary, so long certain Small Cell Equipment deployed by Licensee on any Municipal Facility or in any PROW or public utility easement pursuant to this Agreement may be owned and/or operated by Licensee’s third-party wireless carrier customers (“Carriers”) and installed and maintained by Licensee pursuant to license agreements between Licensee and such Carriers. Such Small Cell Equipment shall be treated as Tenant is not in default Licensee’s Small Cell Equipment for all purposes under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: Agreement provided that (i) parent, subsidiary or affiliate of TenantLicensee remains responsible and liable for all performance obligations under the Agreement with respect to such Small Cell Equipment; (ii) company with which Tenant may merge or consolidateLicensor’s sole point of contact regarding such Small Cell Equipment shall be Licensee; and (iii) Licensee shall have the right to remove and relocate the Small Cell Equipment. This Agreement and the related rights, duties, and privileges may not be assigned or otherwise transferred in whole or in part without the express written consent of Licensor; provided, however, Licensee shall have the right to assign this Agreement to any parent, subsidiary, affiliate, or any person, firm, or corporation that acquires shall control, be under the control of, or be under common control with Licensee, or to any entity into which Licensee may be merged or consolidated or which purchases all or substantially all of the shares of stock or assets of Tenant; Licensee that are subject to this Agreement. If the Agreement is assigned or (iv) otherwise transferred with Licensor consent pursuant to this Section, this Agreement, including any corporation which is amendments, shall be binding on the successor corporation assignee to the full extent that it was binding upon Licensee.
14.2. Any non-permitted transfer or assignment of the right to attach Small Cell Equipment to a Municipal Facility shall be void and not merely voidable. Licensor may, in the event of a corporate reorganization (a “Related Entity”); providedits sole discretion and in addition to all other lawful remedies available to Licensor under this Agreement, however, that (i) such Related Entity does not use the Premises for may collect any fees owed from Licensee all without prejudicing any other use than the use permitted right or remedy of Licensor under this Agreement. No cure or grace periods shall apply to transfers or assignment prohibited by this Lease, and (ii) with respect Agreement or to an assignment to the enforcement of any provisions of this Agreement against a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to transferee or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlordassignee who did not receive Licensor’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.
Appears in 3 contracts
Sources: Non Exclusive License Agreement, Non Exclusive License Agreement, Non Exclusive License Agreement
Assignment/Subletting. Except as provided herein, A. Tenant shall not assign not, without Landlord's prior written consent, which in each instance, may be withheld at the reasonable discretion of Landlord: (i) assign, transfer, hypothecate, mortgage, encumber, or in convey, or subject to or permit to exist upon or be subjected to any manner transfer lien or charge, this Lease or any estate or interest hereunder and shall not sublease the Premises under it (ii) allow any transfer of, or any part thereof without the prior written consent of Landlordlien upon, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything 's interest in this Lease to the contraryby operation of law, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all sublet the Premises in whole or substantially all of the shares of stock or assets of Tenant; in part or (iv) to allow the use or occupancy of any corporation which is the successor corporation in the event portion of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any a use other use than the use permitted Use or by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to anyone other than Tenant or greater than $10,000,000.00Tenant's employees. Landlord agrees that Tenant shall have the right, without Landlord’s consent, right to sublease sublet or license a assign all or any portion of the Premises to any related entity or affiliate of Tenant, by merger; acquisition, consolidation, or any successor company, without Landlord's approval or consent. Tenant shall provide written notice of any such assignment or sublease. Notwithstanding the foregoing, should any law governing Landlord's consent to a Related Entity described sublease or assignment require Landlord to exercise reason in subsection the consideration of the granting or denying of consent, Landlord may take into consideration the business reputation and creditworthiness of the proposed subtenant or assignee; any required alteration of the Premises; the intended use of the Premises by the proposed subtenant or assignee; the estimated pedestrian and vehicular traffic in the Premises and to the Building which would be generated by the proposed subtenant or assignee; any potential environmentally hazardous activities engaged in by the proposed subtenant or assignee; and any other factors which Landlord shall deem relevant; provided further, however, that if Landlord does not consent to a sublease or assignment to any subtenant or assignee which is a governmental agency, which is a present tenant in the Building, or with whom Landlord or its agents has discussed tenancy within the Building, same shall not be deemed to be unreasonable.
B. If Tenant shall, with Landlord's prior consent as herein required, sublet the Premises: (i) abovean amount equal to rental in excess of the Base Rent and any Additional Rent herein provided to be paid, provided that shall be for the benefit of Landlord and shall be paid to Landlord promptly when due under any such Related Entity does subletting as Additional Rent; and (ii) Landlord shall be entitled to a fee not use the Premises greater than an amount equal to six (6) months Base Rental as consideration for any other use than such consent.
C. If Tenant Is an entity whose ownership not publicly held, and if during the use permitted by this Lease. Term, the ownership of the control of Tenant changes, Tenant shall give notify Landlord of such change within five (5) days thereof, and Landlord, at Its option, may at any time thereafter terminate this Lease by giving Tenant written notice of said termination at least ten sixty (1060) days prior to the effective date of termination stated in the proposed transfer, along with all applicable documentation and other information necessary for Landlord notice. The term "control" as used herein means the power to determine that directly or indirectly direct or cause the requirements direction of this Section 13 have been satisfied, including if applicable, the qualification management or policies of such proposed transferee as Tenant. A change or series of changes in ownership of stock which would result in direct or indirect change in ownership by the stockholders or an affiliate affiliated group or stockholders of Tenant or less than fifty (50%) percent of the outstanding stock shall not be considered a Related Entitychange of control.
Appears in 3 contracts
Sources: Office Lease (Biotel Inc.), Asset Purchase Agreement (Biotel Inc.), Office Lease (Biotel Inc.)
Assignment/Subletting. Except as provided herein, Tenant 14.1. This Agreement and each License granted herein is personal to Licensee and for Licensee’s use only. Licensee shall not assign lease, sublicense, share with, convey or in resell to others any manner transfer this Lease such space or any estate rights granted hereunder. Subject to Section 14.3 below, the related rights and privileges may not be assigned or interest hereunder and shall not sublease the Premises or any part thereof otherwise transferred without the prior express written consent of LandlordLicensor, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. As part Any Agreement which is assigned or otherwise transferred pursuant to this Section shall be equally subject to all the obligations and privileges of Tenant’s request forthis Agreement, and including any amendments, which will remain in effect, as a condition toif the assigned Agreement was the original Agreement. After assignment, Landlord’s consent this Agreement, including any amendments, shall be binding on the assignee to such the full extent that was binding upon Licensee.
14.2. Any non-permitted transfer or assignment or sublease, Tenant shall provide Landlord with financial statements for of the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled right to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent attach Equipment to a proposed transfer to a third party and Tenant’s sole remedy Licensor-Owned pole shall be an action void and not merely voidable. Licensor may, in its sole discretion and in addition to enforce all other lawful remedies available to Licensor under this Agreement, collect any fees owed from Licensee all without prejudicing any other right or remedy of Licensor under this Agreement. No cure or grace periods shall apply to transfers or assignment prohibited by this Agreement or to the enforcement of any provisions of this Agreement against a transferee or assignee who did not receive Licensor’s consent. Licensee and any attempted transferee shall be jointly and severally liable for all obligations of Licensee in this Agreement until such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease requestattempted transfer is fully unwound to the satisfaction of Licensor.
14.3. Notwithstanding anything to the contrary in this Lease Section 14, this Agreement in its entirety, together with all Supplemental Site Licenses and/or Permit (that are otherwise transferable by Law) issued by Licensor may be sold, assigned or transferred by Licensee, to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary any entity in which Licensee holds a controlling or affiliate of Tenantsimilar interest; (ii) company with any entity which Tenant may merge holds a controlling equity or consolidatesimilar interest in Licensee; (iii) corporation any entity under common control with Licensee; (iv) any other entity that is currently operating in the City and is in full compliance with all obligations to the Licensor; (v) any entity which acquires all or substantially all of the shares of stock or Licensee’s assets of Tenant; or (iv) to any corporation which is the successor corporation in the event market defined by the FCC in which the Municipal Facility is located by reason of a corporate reorganization (a “Related Entity”); providedmerger, howeveracquisition or other business reorganization, provided in each case that (i) such Related Entity does not use acquiring entity has debt to equity and profitability ratios consistent with mature companies in business for five or more years in the Premises for any other use than the use permitted by this Leasesame or similar business and agrees to comply with federal, state, and (ii) with respect local laws, and Licensee and the new entity represent to an assignment to Licensor that the new entity has not had a Related Entity described in subsections (ii) and (iii), such Related Entity has decision entered against the new entity for a tangible net worth equal to or greater than $10,000,000.00violation of a local permit. Landlord agrees that Tenant Licensee shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord provide written notice to Licensor at least ten thirty (1030) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of any transfer permitted by this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntitySection.
Appears in 3 contracts
Sources: License Agreement, License Agreement, License Agreement
Assignment/Subletting. Except as provided herein, Tenant Lessee shall not assign or in any manner transfer this Lease nor any rights hereunder, nor let or any estate or interest hereunder and shall not sublease the Premises sublet all or any part thereof of the Premises, nor suffer or permit any person of corporation to use any part of the Premises, without first obtaining the express prior written consent of LandlordLessor, which consent shall not be unreasonably withheldwithheld may be withheld by Lessor for any or no reason. The transfer of ten fifty-one percent (1051%) or more of the stock of Lessee if Lessee is a corporation, conditionedthe transfer of any partnership interest if Lessee is a partnership, or delayedthe transfer of a beneficial interest in a land trust if Lessee is a land trust, shall be deemed an assignment requiring the consent of Lessor if any such transfer will effectively vest control of Lessee in an entity or person other than the entity or person then having such control. As Should Lessor consent to such assignment of this Lease or to a sublease of all or any part of Tenant’s request forthe Premises, Lessee does hereby guarantee payment of all Rent herein reserved and as a condition toall other obligations hereunder until the expiration of the Term. No failure of Lessor to promptly collect from any assignee or sublease, Landlord’s or any extension of the time for the payment of such rents, shall release or relieve Lessee or any guarantor from it guaranty or obligation of payment of such rents or performance of other obligations. Should Lessor consent to such assignment or sublease, Tenant shall provide Landlord with financial statements all amounts received by Lessee as consideration for the proposed transferee same, including, without limitation, amounts received from a sublessee in excess of amounts to be remitted by Lessee to Lessor hereunder, shall be the property of Lessor and such other information as Landlord may reasonably requestdelivered to Lessor by L▇▇▇▇▇ immediately upon receipt. Tenant Any consent by Lessor to an assignment or sublease of L▇▇▇▇▇’s rights hereunder shall be effective for that transaction only. Lessor hereby expressly reserves the right to approve or disapprove of all future assignments or subleases by Lessee or its assignee or sublease, which approval shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent may be withheld for any or no reason. Notwithstanding the foregoing, Lessee may, upon thirty (30) days prior written notice to Lessor, assign this Lease without Lessor’s consent, to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company corporation with which Tenant Lessee may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) , to any corporation which is the successor corporation in the event parent or subsidiary of Lessee or to a corporate reorganization (a “Related Entity”)subsidiary of Lessee’s parent; provided, however, that (i) such Related Entity does assignment shall not use the Premises for affect or reduce any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided obligations of Lessee under this Lease and that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant Lessee shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityremain primarily liable hereunder.
Appears in 3 contracts
Sources: Commercial Lease (Vocodia Holdings Corp), Commercial Lease (Vocodia Holdings Corp), Commercial Lease (Vocodia Holdings Corp)
Assignment/Subletting. Except as provided herein, Tenant shall may not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease sublet the Premises or any part thereof without the prior written consent of Landlord, which shall not consent may be unreasonably withheld, conditioned, granted or delayed. As part of Tenant’s request for, and as a condition to, withheld in Landlord’s sole discretion; and any attempted assignment or subletting without such consent shall be invalid. Any sale, transfer or conveyance of a majority ownership interest in Tenant shall be deemed an assignment of this Lease for which Landlord’s prior written consent shall be required pursuant to this Article 11. At least thirty (30) days prior to the proposed effective date of such assignment or sublease, Tenant shall provide Landlord with financial statements for a signed original of the proposed transferee and such other information as Landlord may reasonably requestassignment or sublease document. Tenant shall not be entitled to receive monetary damages based upon a claim also provide, at Landlord’s request, any information on the proposed assignee or subtenant that Landlord unreasonably withheld its consent may require to make a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent determination of the Landlord need not be obtained if the assignment quality of the Lease is to a: (i) parent, subsidiary such proposed assignee or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in subtenant. In the event of a corporate reorganization (a “Related Entity”); providedpermitted assignment or subletting, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have nevertheless at all times remain fully responsible and liable for the rightpayment of rent and the performance and observance of all of Tenant’s other obligations under the terms, without Landlord’s consent, to sublease conditions and covenants of this Lease except as may be otherwise provided for herein. No assignment or license a portion subletting of the Premises or any part thereof shall be binding upon Landlord unless such assignee or subtenant shall deliver to a Related Entity described Landlord an instrument (in subsection (irecordable form, if requested) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by containing an agreement of assumption of all of Tenant’s obligations under this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to Upon the effective date occurrence of an Event of Default hereunder, if all or any part of the proposed transferPremises are then assigned or sublet, along with Landlord, in addition to any other remedies provided by this Lease or by law, may, at its option, collect directly from the assignee or subtenant all applicable documentation and other information necessary for rent becoming due to Landlord by reason of the assignment or subletting. Any collection by Landlord from the assignee or subtenant shall not be construed to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate constitute a waiver or release of Tenant from the further performance of its obligations under this Lease or the making of a Related Entitynew lease with such assignee or subtenant.
Appears in 3 contracts
Sources: Lease Agreement (Celsion CORP), Lease Agreement (Clarient, Inc), Lease Agreement (Eurand N.V.)
Assignment/Subletting. Except A. Lessor shall have the right to sell or convey all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, Tenant shall not assign except for obligations or liabilities accrued prior to such assignment or sale.
B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in any manner transfer entering into this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without Lease. Without the prior written consent of LandlordLessor, and except as expressly set forth in this Section 26.B: (i) Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest therein, whether by operation of law or otherwise; (ii) no interest in Lessee shall be assigned, transferred, conveyed, pledged or mortgaged, whether by operation of law or otherwise, including, without limitation, a dissolution of Lessee or a transfer of any of the voting stock of Lessee; and (iii) Lessee shall not sublet all or any part of any of the Properties except as set forth in Section 26.C. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, payment to Lessor of any rentals owing under a sublease which are in excess of the rentals owing hereunder, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may reasonably request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease. Any assignment, transfer, conveyance, pledge or mortgage in violation of this Section 26.B shall be voidable at the sole option of Lessor. Notwithstanding the foregoing, but subject to the conditions set forth in the following sentence, the prior written consent of Lessor shall not be unreasonably withheld, conditionedrequired for the assignment by Lessee of this Lease to an Affiliate of Lessee, or delayedthe transfer of the voting stock of Lessee by Guarantor to an Affiliate of Lessee in a single transaction or a series of transactions, provided that in either event such Affiliate is a corporation, partnership or limited liability company whose voting stock, partnership interests or membership interests, as applicable, are owned entirely, directly or indirectly, by Guarantor. As part Lessee's right to complete an assignment or transfer contemplated by the preceding sentence shall be subject to the satisfaction of Tenant’s request for, the following conditions precedent at the time of the proposed assignment or transfer:
(1) no Event of Default shall have occurred and as a condition to, Landlord’s consent be continuing;
(2) Lessee shall provide Lessor with written notice of such proposed assignment or transfer at least 30 days prior to the anticipated date of such assignment or subleasetransfer;
(3) Lessee, Tenant such Affiliate and Guarantor shall provide Landlord with financial statements execute such documents, take such actions and deliver such opinions of counsel and other evidence of authority as Lessor may reasonably require to evidence the obligations of Lessee and, to the extent applicable, such Affiliate, as lessee, under this Lease and Guarantor under the Guaranty notwithstanding the completion of such assignment or transfer; and
(4) Lessee shall be solely responsible for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable payment of all costs and expenses incurred in connection with any such assignment or sublease request. Notwithstanding anything in this Lease to the contrarytransfer, so long as Tenant is not in default under this Lease beyond applicable notice and cure periodsincluding, without limitation, the consent reasonable attorneys' fees and expenses of Lessor and Lender.
C. Without otherwise limiting any of the Landlord need not be obtained if the assignment terms and conditions of the Lease is to a: this Section or Section 24 of this Lease, (i) parentLessee shall have the right to transfer any of its assets to an Affiliate of Lessee, subsidiary other than its leasehold interests in the Properties and any other assets used in connection with or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all related to the operation of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this LeaseProperties, and (ii) the voting stock, partnership interests or membership interests, as applicable, of such Affiliate may be pledged to a third-party financial institution as security for the performance of obligations due such institution, subject to the satisfaction of the following conditions: (x) no Event of Default shall have occurred and be continuing, (y) such Affiliate is a corporation, partnership or limited liability company whose voting stock, partnership interests or membership interests, as applicable, are owned entirely, directly or indirectly, by Guarantor, and (z) such Affiliate shall have executed and delivered to Lessor an unconditional guaranty of payment and performance with respect to an assignment the obligations of Lessee under this Lease, which unconditional guaranty shall be substantially in the form of the Guaranty.
D. Notwithstanding the foregoing, but subject to the conditions set forth in the following sentence, Lessee shall have the right to sublease: (i) any of the Properties to a Related Entity described in subsections wholly- owned subsidiary or Affiliate of Lessee, plus (ii) and an aggregate of four of the Properties at any time (iiiin addition to the Properties subleased pursuant to the preceding item (i), such Related Entity has a tangible net worth equal ) without the consent of Lessor or Lender. Lessee's right to or greater than $10,000,000.00. Landlord agrees that Tenant sublease the Properties as contemplated by the preceding sentence shall be subject to the following conditions:
(1) no Event of Default shall have occurred and be continuing;
(2) any such sublease shall be subordinate to this Lease and Lessee shall remain liable under this Lease notwithstanding such sublease; and
(3) the right, without Landlord’s consent, Properties subject to sublease or license a portion such subleases shall be used as Permitted Facilities and shall otherwise be operated and maintained in accordance with the terms and conditions of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant Within 10 Business Days after the execution of each such sublease, Lessee shall give Landlord written provide Lessor with a notice at least ten (10) days prior to the effective date of such sublease and a photocopy of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityfully executed sublease.
Appears in 3 contracts
Sources: Master Lease (Cracker Barrel Old Country Store, Inc), Master Lease (Cracker Barrel Old Country Store, Inc), Master Lease (Cracker Barrel Old Country Store, Inc)
Assignment/Subletting. Except as provided herein4.01 Neither Tenant nor Tenant’s legal representatives or successors in interest by operation of law or otherwise, Tenant shall not assign assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior written consent of Landlord in each instance. The transfer of a majority of the issued and autstanding capital stock of any manner transfer corporate tenant or sublessee of this Lease or a majority of the total interest in any estate partnership tenant or interest hereunder sublessee or company, however accomplished (other than in connection with an initial public offering of the equity interests in Tenant through a recognized over-the-counter stock exchange), and whether in a single transaction or in a series of related or unrelated transactions, the conversion of a tenant or sublessee entity to either a limited liability company or a limited liability partnership or the merger or consolidation of a corporate tenant or sublessee, shall not sublease be deemed an assignment of this Lease or of such sublease. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord’s prior written consent in each instance. A modification, amendment or extension of Landlord, which a sublease shall not be unreasonably withheld, conditioned, deemed a sublease. The listing of the name of a party or delayed. As part entity other than that of Tenant’s request for, and as a condition to, Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord’s consent to any assignment or sublease to, or occupancy of the Premises by, such party or entity. If any lien is filed against the Premises or the Building of which the same form a part for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, whether or not actually performed, the same shall be discharged within ten (10) days thereafter, at Tenant’s expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.
4.02 If Tenant desires to assign this Lease or to sublet all or any portion of the Premises, it shall provide offer in writing to Landlord a notice referencing this Section 4.02 together with financial statements for a term sheet setting forth all of the relevant terms and conditions upon which Tenant is willing to assign this Lease or sublet the Premises, or portion thereof, whichever may be applicable, including, without limitation, (a) in the case of a proposed subletting, the area proposed to be sublet, and, in the case of a proposed assignment such notice shall set forth Tenant’s intention to assign this Lease, (b) the term of the proposed transferee subletting including the proposed dates of the commencement and such the expiration of the term of the proposed sublease or the effective date of the proposed assignment, as the case may be, and (c) the rents, work contributions, free rent and all other information as Landlord may reasonably request. Tenant concessions and material economic provisions that are proposed to be included in the transaction, and which shall not be entitled to receive monetary damages based upon deemed an offer (a claim that Landlord unreasonably withheld its consent “Tenant’s Recapture Offer”), (i) with respect to a proposed transfer prospective assignment, to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance terminate or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in assign this Lease to the contraryLandlord without any payment of moneys or other consideration therefor by Landlord to Tenant, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment a prospective subletting which is for all or substantially all (i.e., for a term of sublease expire with one year or less in the then-remaining Term hereunder) of the then-remaining Term, terminate this Lease with respect to the portion of the premises proposed to be sublet or (iii) with respect to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consentprospective subletting, to sublet to Landlord the portion of the Premises involved (“Leaseback Area”) for the term specified by Tenant in its proposed sublease or license a at Tenant’s proposed subrental set forth in Tenant’s Recapture Offer, and otherwise on the same terms, covenants and conditions as are contained herein and as are allocable and applicable to the portion of the Premises to a Related Entity described be covered by such subletting, unless other more favorable terms are set forth in subsection Tenant’s Recapture Offer. Tenant’s Recapture Offer shall specify the date when the Leaseback Area will be made available to Landlord, which date shall be in no event earlier than sixty (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (1060) days prior to nor later than one hundred twenty (120) days following the effective date acceptance of Tenant’s Recapture Offer (the proposed transfer, along with all applicable documentation and other information necessary for “Recapture Date”). Landlord to determine that shall have a period of thirty (30) days from the requirements of this Section 13 have been satisfied, including if applicable, the qualification receipt of such proposed transferee Tenant’s Recapture Offer (the “Landlord’s Recapture Right Outside Date”) to either accept or reject Tenant’s Recapture Offer as an affiliate of Tenant or a Related Entityaforesaid.
Appears in 2 contracts
Sources: Lease Agreement (Yext, Inc.), Lease Agreement (Yext, Inc.)
Assignment/Subletting. Except as provided herein, 9.1 Tenant shall not assign or its interest in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without the prior written consent of Landlord, which consent Landlord may withhold in its sole, arbitrary and absolute discretion.
9.2 Tenant shall not sublet the premises or any part thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that in all events, any such subletting shall comply with each and every one of the following standards: (i) all rent and other sums payable under this Lease must continue to be paid directly to Landlord by Tenant, notwithstanding any such Related Entity does subletting; (ii) all insurance coverage provided by Tenant hereunder shall not be adversely affected, or changed, as a result of any such subletting; (iii) the subtenant's use of the Premises for premises shall not be inappropriate or have any other use than adverse impact on the use permitted premises, all as determined by Landlord in its sole discretion; (iv) the subtenant must have adequate financial resources, and have a good business reputation, all as determined by Landlord in its reasonable discretion; and (v) any such subtenant must otherwise meet the reasonable requirements of Landlord.
9.3 No consent to any assignment of this Lease, or any subletting of the premises, shall be deemed to be a consent to any subsequent assignment of this Lease or to any subletting of the premises. Any such assignment or subletting shall be void and (ii) with respect at the option of Landlord shall terminate this Lease.
9.4 No consent by Landlord to an any assignment of this Lease, or any subletting of the premises, shall relieve Tenant of any obligation to a Related Entity described in subsections (ii) and (iii)be performed by Tenant under this Lease, such Related Entity has a tangible net worth equal to whether arising before or greater than $10,000,000.00. Landlord agrees that after the assignment or subletting.
9.5 Tenant shall have the rightreimburse Landlord on demand for all costs, without Landlord’s consentexpenses, and attorneys fees, incurred by Landlord in reviewing any proposal by Tenant to sublease assign this Lease or license a sublet all or any portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitypremises.
Appears in 2 contracts
Sources: Plant Lease (Radnor Holdings Corp), Warehouse Lease (Radnor Holdings Corp)
Assignment/Subletting. Except as provided herein, (a) Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof not, without the prior written consent of Landlord, which shall not be unreasonably withheld: (i) assign, conditionedconvey, mortgage or otherwise transfer this Lease or any interest hereunder, or delayedsublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (ii) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. As part of Tenant’s request forAny such transfer, and sublease or use described in the preceding sentence (herein referred to as a condition to“Transfer”, which term shall include any reassignment of this Lease after any initial assignment of this Lease by the Tenant named herein, or any subsequent reassignment and any assignment of any sublease with respect to all or any portion of the Premises and any sub-subleasing of any portion of the Premises previously subleased) occurring without the prior written consent of Landlord shall be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord’s consent to any Transfer or acceptance of rent from any party other than Tenant shall not release Tenant from any covenant or obligation under this Lease. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignment or subleaseassignee assumes the obligations of Tenant hereunder.
(b) If Tenant desires the consent of Landlord to a Transfer, Tenant shall provide Landlord with financial statements for submit to Landlord, at least sixty (60) days prior to the proposed transferee and effective date of the Transfer, a written notice which includes such other information as Landlord may reasonably requestrequire about the proposed Transfer and the transferee, including: (i) the name, business and financial condition of the prospective transferee, (ii) a true and complete copy of the proposed instrument containing all of the terms and conditions of such transfer, (iii) a written agreement of the assignee, subtenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, covenants, and conditions of this Lease, and (iv) such other factors as Landlord may reasonably deem relevant. Tenant If Landlord does not terminate this Lease, in whole or in part, pursuant to Section 5.1.11(c), Landlord shall not unreasonably withhold its consent to any assignment or sublease. Landlord shall not be entitled deemed to receive monetary damages based upon a claim that Landlord have unreasonably withheld its consent if, in the judgment of Landlord: (i) the transferee is of a character or engaged in a business which is not in keeping with the standards or criteria used by Landlord in leasing the Building; (ii) the financial condition of the transferee is such that it may not be able to perform its obligations in connection with this Lease; (iii) the purpose for which the transferee intends to use the Premises or portion thereof is in violation of the terms of this Lease or the lease of any other tenant in the Building; (iv) the transferee is a tenant of the Building and Landlord has been in active negotiations with said tenant at any point during the prior three (3) months; (v) consent to the Transfer would violate any provisions of a Superior Mortgage, or (vi) any other basis which Landlord reasonably deems appropriate. If Landlord consents to any Transfer, Tenant shall pay to Landlord fifty percent (50%) of all rent and other consideration received by Tenant in excess of the Rent paid by Tenant hereunder for the portion of the Premises so transferred. Such rent shall be paid as and when received by Tenant. In addition, Tenant shall pay to Landlord any reasonable attorneys’ fees and expenses incurred by Landlord in connection with any proposed Transfer, whether or not Landlord consents to such Transfer.
(c) Other than with respect to a Transfer permitted by subsection (d) below, Landlord shall have the right to terminate this Lease as to that portion of the Premises covered by a Transfer. Landlord may exercise such right to terminate by giving notice to Tenant at any time within thirty (30) days after the date on which Tenant has furnished to Landlord all of the items required under Section 5.1.11(b) above. If Landlord exercises such right to terminate, Landlord shall be entitled to recover possession of, and Tenant shall surrender such portion of, the Premises (with appropriate demising partitions erected at the expense of Landlord) on the later of (i) the effective date of the proposed Transfer, or (ii) sixty (60) days after the date of Landlord’s notice of termination. In the event Landlord exercises such right to terminate, Landlord shall have the right to enter into a lease with the proposed transferee without incurring any liability to Tenant on account thereof.
(d) Notwithstanding the prohibitions set forth in subsection (a) above, Tenant may, without Landlord’s consent, assign its interest in this Lease or sublet the Premises to a corporation or other entity which shall (i) control, (ii) be under the control of, or (iii) be under common control with, Tenant (the term “control” as used herein shall mean ownership of more than 50% of the outstanding voting stock of a corporation, or other equivalent equity and control interest if Tenant is not a corporation) so long as (A) the principal purpose of such assignment or sublease is not the acquisition of Tenant’s interest in this Lease (except if such assignment or sublease is made for a valid intracorporate business purpose to an entity described in clause (iii) above) and is not made to circumvent the provisions of this section, (B) any such assignee or sublessee shall have a net worth, determined in accordance with generally accepted accounting principles, consistently applied, after giving effect to such assignment or sublease equal to or greater than Tenant’s net worth, as so determined, on the date of such assignment, (C) the Tenant named herein shall remain liable for all obligations of Tenant under this Lease, (D) prior to such assignment, such assignee shall enter into a written agreement with Landlord agreeing to be directly bound to Landlord under the terms of this Lease and (E) Tenant provides at least thirty (30) days’ prior written notice to Landlord of such assignment or sublease and copies of any relevant documentation relating to same.
(e) In no event shall any Transfer release or relieve Tenant from its obligations to fully observe or perform all of the terms, covenants and conditions of this Lease on its part to be observed or performed. It is agreed that the liabilities and obligations of Tenant hereunder are enforceable either before, simultaneously with, or after proceeding against any assignee, sublessee or other transferee of Tenant. Further, Tenant agrees that the amount of any rent or other payment for the use or occupancy of all or any part of the Premises, by sublease, license, assignment of this Lease, or otherwise, shall not depend, in whole or in part, on the income or profits derived by any person or entity from the Premises, other than an amount based on a fixed percentage or percentages of gross receipts or sales.
(f) Notwithstanding any transfer of this Lease, Tenant’s (and any guarantor’s) liability to Landlord shall in all events remain direct and primary. Any transferee of all or a substantial part of Tenant’s interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant’s covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions hereof). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges herein reserved, but no transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the transferee as a tenant, or a release of Tenant or any guarantor from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any transfer shall not relieve Tenant from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy; nor shall Landlord’s consent alter in any manner whatsoever the terms of this Lease, to which any transfer at all times shall be subject and subordinate. The breach by Tenant of any covenant in this Section shall be a default for which there is no cure period.
(g) Notwithstanding the foregoing, Landlord’s consent shall not be required under this Section to (i) Tenant’s merger with or consolidation into an entity, or where all or substantially all of the ownership interests in Tenant are sold to an entity (ii) the assignment of this Lease or the subletting of the Premises to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); ’s assets, provided, however, that (iA) any such Related Entity does not use the Premises for any other use than the use permitted by this Leaseassignee or sublessee shall have a net worth, and (ii) determined in accordance with respect generally accepted accounting principles, consistently applied, after giving effect to an such assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth or sublease equal to or greater than $10,000,000.00. Landlord agrees that Tenant’s net worth, as so determined, on the date of such assignment, (B) the Tenant named herein shall have the right, without Landlord’s consent, to sublease or license a portion remain liable for all obligations of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by Tenant under this Lease. , (C) prior to such assignment, such assignee shall enter into a written agreement with Landlord agreeing to be directly bound to Landlord under the terms of this Lease and (D) Tenant shall give Landlord provides at least thirty (30) days’ prior written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate assignment or sublease and copies of Tenant or a Related Entityany relevant documentation relating to same.
Appears in 2 contracts
Sources: Lease Agreement (Olink Holding AB (Publ)), Lease Agreement (Olink Holding AB (Publ))
Assignment/Subletting. Except as provided herein4.01 Neither Tenant nor Tenant’s legal representatives or successors in interest by operation of law or otherwise, Tenant shall not assign assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior written consent of Landlord in each instance, except to the extent otherwise permitted by the express terms located elsewhere in this Article. The transfer of a majority of the issued and outstanding capital stock of any manner transfer corporate tenant or sublessee of this Lease or a majority of the total interest in any estate partnership tenant or interest hereunder sublessee or company, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, the conversion of a tenant or sublessee entity to either a limited liability company or a limited liability partnership or the merger or consolidation of a corporate tenant or sublessee, shall not sublease be deemed an assignment of this Lease or of such sublease. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant after notice and the expiration of any applicable cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting to the extent required under this Article. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord’s prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. The listing of the name of a party or entity other than that of Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord’s consent to any assignment or sublease to, or occupancy of the Premises by, such party or entity. If any lien is filed against the Premises or the Building of which the same form a part for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, whether or not actually performed, the same shall be discharged within thirty (30) days after Tenant has actual notice thereof, at Tenant’s expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.
4.02 If Tenant desires to assign this Lease or to sublet all or any portion of the Premises, it shall first submit in writing to Landlord the documents described in Section 4.06 hereof, and shall offer in writing (“Tenant’s Recapture Offer”), (i) with respect to a prospective assignment, to assign this Lease to Landlord without any payment of moneys or other consideration therefor and with a release by Landlord of Tenant from any obligations under the Lease accruing after the effective date of such assignment; or, (ii) with respect to a prospective subletting of all or any lesser portion of the Premises for all or substantially all of the remainder of the Term, to terminate this Lease as to the portion of the Premises involved (the “Leaseback Area”); or (iii) with respect to a prospective subletting of all or any lesser portion of the Premises for less than all or substantially all of the remainder of the Term, to sublet to Landlord the Leaseback Area for the term specified by Tenant in its Term Sheet, as defined in Section 4.06, below, and at the rate of Fixed Annual Rent and Additional Rent, and otherwise on the same terms, covenants and conditions (including provisions relating to escalation rents), as are contained in the Term Sheet and herein and as are allocable and applicable to the portion of the Premises to be covered by such subletting. Tenant’s Recapture Offer shall specify the date when the Leaseback Area will be made available to Landlord, which date shall be in no event earlier than thirty (30) days nor later than one hundred eighty (180) days following the acceptance of Tenant’s Recapture Offer (the “Recapture Date”). Landlord shall have a period of thirty (30) days from the receipt of such Tenant’s Recapture Offer to either accept or reject Tenant’s Recapture Offer by means of assignment, subletting or termination, as the case may be.
4.03 If Landlord exercises its option to terminate this Lease as to the Leaseback Area, then (i) the Term for the Leaseback Area shall end on the date that such sublet was to become effective or commence, and (ii) Tenant shall surrender to Landlord and vacate the Leaseback Area in accordance with the terms and conditions of the Term Sheet, (iii) the Fixed Annual Rent and Additional Rent due hereunder shall be paid and apportioned to such date, and (iv) Landlord shall be free to lease the Leaseback Area (or any portion thereof) to any individual or entity including, without limitation, Tenant’s proposed assignee or subtenant.
4.04 If Landlord shall accept Tenant’s Recapture Offer as to a subletting or assignment to Landlord, Tenant shall then execute and deliver to Landlord, or to anyone designated or named by Landlord, an assignment or sublease, as the case may be, in either case in a form reasonably satisfactory to Landlord’s counsel and Tenant’s counsel. If a sublease is so made to Landlord, or to anyone designated or named by Landlord, it shall expressly:
(i) permit Landlord to make further subleases of all or any part of the Leaseback Area and (at no cost or expense to Tenant) to make and authorize any and all changes, alterations, installations and improvements in such space as necessary, and Tenant shall have no obligation to remove any of same or to restore the Premises with respect thereto on the Expiration Date or earlier termination of this Lease;
(ii) provide that Tenant will at all times permit reasonably appropriate means of ingress to and egress from the Leaseback Area;
(iii) negate any intention that the estate created under such sublease be merged with any other estate held by either of the parties;
(iv) provide that Landlord shall accept the Leaseback Area “as is” except that Landlord, at Tenant’s expense, shall perform all such work and make all such alterations as may be required physically to separate the Leaseback Area from the remainder of the Premises and to permit lawful occupancy, it being intended that Tenant shall have no other cost or expense in connection with the subletting of the Leaseback Area;
(v) provide that at the expiration of the term of such sublease Tenant will accept the Leaseback Area in its then existing condition, provided that such condition is suitable for normal office use and subject to the obligations of Landlord to make such repairs thereto as may be necessary to preserve the Leaseback Area in good order and condition, ordinary wear and tear excepted.
4.05 Landlord shall indemnify and save Tenant harmless from all obligations under this Lease as to the Leaseback Area during the period of time it is so sublet, except for Fixed Annual Rent and Additional Rent, if any, due under the within Lease, which are in excess of the rents and additional sums due under such sublease. Subject to the foregoing, performance by Landlord, or its designee, under a sublease of the Leaseback Area shall be deemed performance by Tenant of any similar obligation under this Lease and any default under any such sublease shall not give rise to a default under a similar obligation contained in this Lease, nor shall Tenant be liable for any default under this Lease or deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of the tenant under such sublease or is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease.
4.06 If Tenant requests Landlord’s consent to a specific assignment or subletting, it shall submit in writing to Landlord with respect to each such prospective assignment or subletting (i) a fully negotiated, term sheet agreed to by both Tenant and the proposed assignee or sublessee, as the case may be, containing all of the material terms and conditions of the proposed assignment or sublease including, without limitation, the name and address of the proposed assignee or sublessee and reasonably satisfactory information as to the nature and character of the business of the proposed assignee or sublessee and the nature of its proposed use of the space (the “Term Sheet”), and (ii) banking, financial or other credit information relating to the proposed assignee or sublessee reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or sublessee.
4.07 If Landlord shall not have accepted Tenant’s Recapture Offer and Landlord shall not have terminated this Lease, as provided for in Section 4.02 hereof, then Landlord shall respond to Tenant’s request for consent to a specific assignment or subletting within the same thirty (30) days after receipt of Tenant’s Recapture Offer as set forth in Section 4.02, above, and will not unreasonably withhold its consent to Tenant’s request for consent to such specific assignment or subletting for the use permitted under this Lease, provided that:
(i) The Premises shall not, without Landlord’s prior consent, have been publicly advertised for assignment or subletting at a rental rate lower than the higher of (a) the Fixed Annual Rent and all Additional Rent then payable, or (b) the then prevailing rental rate for other space in the Building;
(ii) The proposed assignee or subtenant shall have a financial standing, be of a character, be engaged in a business, and propose to use the Premises, in a manner consistent with the permitted use and in keeping with the standards of the Building;
(iii) The proposed assignee or subtenant shall not then be a tenant, subtenant, assignee or occupant of any space in the Building, nor shall the proposed assignee or subtenant be a person or entity who has dealt with Landlord or Landlord’s agent (directly or through a broker) with respect to space in the Building during the four (4) months immediately preceding Tenant’s request for Landlord’s consent;
(iv) The character of the business to be conducted in the Premises by the proposed assignee or subtenant shall not be likely to increase operating expenses or the burden on existing cleaning services, elevators or other services and/or systems of the Building;
(v) In case of a subletting, the subtenant shall be expressly subject to all of the obligations of Tenant under this Lease and the further condition and restriction that such sublease shall not be assigned, encumbered or otherwise transferred or the Premises further sublet by the subtenant in whole or in part, or any part thereof suffered or permitted by the subtenant to be used or occupied by others, without the prior written consent of Landlord in each instance, except that Landlord, which ’s consent shall not be unreasonably withheldrequired for transfers by a sublessee in the nature of those described in Section 4.12, conditionedbelow (in such instances, references therein to “Tenant” shall be deemed to refer to “subtenant”);
(vi) No subletting shall end later than one (1) day before the Expiration Date nor shall any subletting be for a term of less than two (2) years unless it is a sublease for the entire Premises;
(vii) At no time shall there be more than three (3) occupants, including Tenant, in the Premises (it being agreed that Related Entities, as defined in Section 4.13, below, shall not be deemed to be occupants of the Premises for purposes hereof so long as the portion of the Premises used or occupied from them is not separately demised from the remainder of the Premises and has no separate means of ingress to and egress from the public corridors of the Building);
(viii) Tenant shall reimburse Landlord on demand for any actual, out-of-pocket costs, including attorneys’ fees and disbursements, that may be incurred by Landlord in connection with said assignment or sublease;
(ix) The character of the business to be conducted in the Premises by the proposed assignee or subtenant shall not require any alterations, installations, improvements, additions or other physical changes to be performed, or delayed. As part of Tenant’s request for, and as a condition made to, any portion of the Building or the Real Property other than the Premises; and
(x) The proposed assignee or subtenant shall not be any entity which is entitled to diplomatic or sovereign immunity or which is not subject to service of process in the State of New York or to the jurisdiction of the courts of the State of New York and the United States located in New York County.
4.08 Any consent of Landlord under this Article shall be subject to the terms of this Article and conditioned upon there being no default by Tenant, after notice and beyond any applicable cure periods, under any of the terms, covenants and conditions of this Lease at the time that Landlord’s consent to any such subletting or assignment is requested and on the date of the commencement of the term of any proposed sublease or the effective date of any proposed assignment. Tenant acknowledges and agrees that no assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy subletting shall be an action effective unless and until Tenant, upon receiving any necessary Landlord’s written consent (and unless it was theretofore delivered to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent Landlord) causes a duly executed copy of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary sublease or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal be delivered to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least within ten (10) days prior after execution thereof. Any such sublease shall provide that the sublessee shall not violate, or create a default under, the applicable terms and conditions of this Lease to be performed by the Tenant hereunder. Any such assignment of this Lease shall contain an assumption by the assignee of all of the terms, covenants and conditions of this Lease to be performed by the Tenant from and after the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitythereof.
Appears in 2 contracts
Sources: Lease Agreement (Schrodinger, Inc.), Lease Agreement (Schrodinger, Inc.)
Assignment/Subletting. Except A. Lessor shall have the right to sell or convey all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, Tenant shall not assign except for obligations or liabilities accrued prior to such assignment or sale.
(i) Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in any manner transfer entering into this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without Lease. Without the prior written consent of Landlord, which Lessor and except as provided below: (x) Lessee shall not be unreasonably withheldassign, conditionedtransfer or convey this Lease or any interest therein, whether by operation of law or delayed. As otherwise; and (y) Lessee shall not sublet all or any part of Tenant’s request forany of the Properties. It is expressly agreed that Lessor may withhold or condition any such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and as a condition tocreditworthiness of any assignee, Landlord’s consent the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to such assignment or sublease, Tenant shall provide Landlord with financial statements any assignee of all necessary licenses and franchises to continue operating the Properties for the proposed transferee purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other information as Landlord matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No assignment of this Lease nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may reasonably request. Tenant be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall not be entitled to receive monetary damages based upon such excess rentals. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section 26 shall be voidable at the sole option of Lessor.
(ii) Without the prior written consent of Lessor, no Subject Transfer shall occur. A "Subject Transfer" shall mean (x) the acquisition by a claim that Landlord Person or a "group" (as defined in Section 13(d) of the Securities Exchange Act of 1934) of 50% or more of the voting power of Lessee and such Person or group has made a filing under Section 13(d) of the Securities Exchange Act of 1934 affirmatively stating such Person's or group's intent to change control of the Lessee, (y) the consummation by the Lessee of a merger, consolidation or other reorganization if the percentage of the voting common stock of the surviving or resulting entity held or received by all persons who were owners of common stock of the Lessee immediately prior to such merger, consolidation or reorganization is less than 50.1% of the total voting common stock of the surviving or resulting entity outstanding, on a fully diluted basis, immediately after such merger, consolidation or reorganization and after giving effect to any additional issuance of voting common stock contemplated by the plan for such merger, consolidation or reorganization, or (z) Lessee becoming a non-publicly traded company. Notwithstanding the foregoing, Lessor shall not unreasonably withheld withhold or condition its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained Subject Transfer if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been following conditions are satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.:
Appears in 2 contracts
Sources: Master Lease (Piccadilly Cafeterias Inc), Master Lease (Piccadilly Cafeterias Inc)
Assignment/Subletting. Except as provided herein, Tenant shall not assign this Lease, or in any manner transfer this Lease sublet or any estate or interest hereunder and shall not sublease license the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises by anybody other than Tenant (all or any of the foregoing actions are referred to as "Transfers" and all or any of assignees, subtenants, licensees, and other such parties are referred to as "Transferees") without obtaining, on each occasion, the prior written consent of the Landlord, which consent shall not be unreasonably withheld. Notwithstanding the provisions of this Section 5.8, conditionedthis Lease may be assigned, or delayed. As part of Tenant’s request forthe Premises may be sublet, and as a condition toin whole or in part, Landlord’s consent after prior notice to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the but without consent of the Landlord need not be obtained if the assignment and without any termination right of the Lease is to a: Landlord being applicable thereto, (i) parent, subsidiary to any corporation or affiliate of Tenant; (ii) company other entity into or with which Tenant may merge be merged or consolidate; (iii) consolidated or to any corporation that acquires or entity to which all or substantially all of the shares of stock or Tenant's assets of Tenant; will be transferred, or (ivii) to any corporation which is an affiliate, subsidiary, parent or successor of Tenant, provided in all such cases the successor surviving corporation in or entity shall provide reasonable evidence that it has a creditworthiness at least equal to the event greater of a corporate reorganization (a “Related Entity”); provided, however, that (i) the net worth of Tenant as of the date of such Related Entity does not use the Premises for any other use than the use permitted by this Leasecorporate transaction, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion as of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of this Lease and shall agree in writing with the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that be bound by all of the requirements terms and conditions of this Section 13 have been satisfied, including if applicable, Lease (all of the qualification of such proposed transferee foregoing being referred to as an affiliate of Tenant a "Permitted Transfer"). If Landlord or a Related Entity.Landlord affiliate either is then marketing or in good faith expects to market any space in the ▇▇▇▇▇ ▇▇▇▇▇ Office Park for lease, which might reasonably be viewed as
Appears in 2 contracts
Sources: Office Lease (Storagenetworks Inc), Office Lease (Storagenetworks Inc)
Assignment/Subletting. Except as provided herein, Tenant (a) Lessee shall not assign have the right to sublet or transfer (by assignment, or in any other manner (hereinafter referred to as sublet)) this Lease, or mortgage or otherwise encumber the leasehold interest of Lessee without first giving Lessor a written request for such transfer this Lease or any estate or interest hereunder and shall not sublease without first obtaining in each and every instance the Premises or any part thereof without the prior previous written consent of Landlordthe Lessor. Any assignment or hypothecation of the Demised Premises without the written consent of Lessor, shall be null and void. In no event shall Lessee be released from any liability hereunder.
(b) In the event that Lessee desires to sublet the Demised Premises, in whole or in part, Lessee shall notify Lessor of its intention to do so. Lessor shall have thirty (30) days from the receipt of said notice to cancel this Lease, in which event Lessor shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request fornotify Lessee, and this Lease shall terminate as a condition to, Landlordof the ninetieth (90th) day following Lessee’s consent notice to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee Lessor and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy Lessee shall be an action to enforce relieved of any such provision through specific performance or declaratory judgmentfurther liability hereunder. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease Subject to the contraryterms of paragraph (e) herein, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event Lessee serves such notice of its intention to sublet upon Lessor and Lessor does not exercise its said option to cancel within said 30-day period and there are no other conditions that might prevent a sublet, Lessee may then solicit sublet proposals for the Demised Premises, in whole or in part, at the then current market rental rate, for Lessor’s approval.
(c) Market rental shall be defined as mutually agreed between Lessor and Lessee. If Lessor and Lessee cannot agree on the definition of market rental, then the market rental shall be set by an M.A.I. licensed real estate appraiser acceptable to both Lessor and Lessee.
(d) Upon submission to Lessor by Lessee of a corporate reorganization Sublet Agreement for the Demised Premises, in whole or in part, (a “Related Entity”); providedsaid Agreement being subject to the Lessor’s written approval, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Leasemortgagee’s written approval, and this underlying Lease) executed by and between the Sublessor (ii) with respect to an assignment to a Related Entity described in subsections (iiand assigns) and (iii)Sublessee, such Related Entity has a tangible net worth equal Lessor may again at Lessor’s sole option, elect to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion terminate this Lease as of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfertransfer or sublet by giving Lessee written notice thereof within ten (10) days of Lessee’s submission of said Sublet Agreement to Lessor. In the event that Lessor so elects to terminate this Lease, along with all applicable documentation the same will terminate and other information necessary Lessee shall be released from liability hereunder for Landlord to determine that the requirements balance of the Term of this Section 13 Lease. In the event that Lessor does not notify Lessee within said ten (10) day period of Lessor’s intent to terminate this Lease, then Lessee may enter into such Sublet Agreement with subtenant. In no event, however, shall Lessee be permitted to sublet the Demised Premises at a rental rate less than the then current market rental. In the event of a Sublet only Lessor’s right to terminate this Lease under this Article shall apply only to that portion of the Demised Premises being Sublet Bldg 100 032400 Final
(e) Notwithstanding anything contained herein to the contrary, Lessee shall have been satisfied, including the right (which shall not be subject to Lessor’s right of termination) to sublet up to 75 % of the Demised Premises. Such right is subject to the following: That Lessee is not in default under the terms and conditions of the Lease or if applicable, the qualification Lessee’s is in a non monetary default and is diligently prosecuting to cure such non monetary default within 90 days of such proposed transferee default, Lessee may Sublet.; and, That such Sublet is not more than 85% of the term of the Lease; and, Lender’s right of approval. All Sublets shall be subject to Lessor’s right to recapture of 50 % of any profit derived from such Sublet by Lessee. Profit for the purpose of this paragraph shall mean the excess of the net rent paid under the Sublet over the net rent paid by Lessee, less brokerage, Lessee’s reasonable attorney’s fees and construction costs related to the Sublet amortized over the life of the Sublet. Such Profit shall be paid to Lessor as an affiliate additional rent over the term of Tenant or a Related Entitythe Sublet.
(f) Nothing contained herein shall be construed to release Lessee of any of its obligations under the terms and conditions of the Lease.
(g) Where Lessor’s consent is required per this Article, such consent shall not be unreasonably withheld.
Appears in 2 contracts
Sources: Lease Agreement, Lease Agreement (Coty Inc /)
Assignment/Subletting. Except as provided herein, Tenant shall not assign assign, mortgage, pledge or in any manner transfer encumber this Lease or any estate or interest hereunder and shall not sublease the Premises nor sublet all or any part thereof of the Premises without the obtaining on each such occasion Landlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed, and provided that the term of any such sublease does not extend beyond the Term of the Lease. As If with such consent, there is any sublease of all or any part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or subleasethe Premise, Tenant shall provide pay Landlord with financial statements for (i) the proposed transferee amount by which any rent or other consideration paid to Tenant by any subtenant exceeds the amounts (including base rent and Additional Rent) which Tenant is paying Landlord under the provisions of this Lease, and (ii) any other profit or gain realized by Tenant from such other information as Landlord may reasonably requestsubletting. All sums payable hereunder by Tenant shall not be entitled paid to receive monetary damages based Landlord as Additional Rent immediately upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and the receipt thereof by Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periodsThe foregoing notwithstanding, the consent of the Landlord need shall not be obtained required if Tenant assigns or transfers the assignment Tenant's interest:
(a) in connection with any merger, consolidation, reorganization or other corporate restructuring of the Tenant; or
(b) in connection with any sale of all or substantially all of the stock or assets of the Tenant (and, Tenant shall be released from its liability under the Lease upon an assumption of the Lease is by any successor to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which the Tenant may merge or consolidate; (iii) corporation that who acquires all or substantially all of the shares of Tenant's stock or assets of Tenantassets); or or
(ivc) to any corporation which is affiliate of the Tenant (i.e., any entity controlling, controlled by, or under common control with, directly or indirectly); provided that in any such case, the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible shall have net worth equal to or greater than $10,000,000.00Tenant as of August 31, 1999, subject to reasonable accounting adjustments. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.-11-
Appears in 2 contracts
Sources: Lease Agreement (SMTC Corp), Lease Agreement (SMTC Corp)
Assignment/Subletting. Except A. Lessor shall have the right to sell or convey all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.
B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and the Permitted Sublessees and upon the particular purposes for which Lessee and the Permitted Sublessees intend to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided herein, Tenant below and for the Permitted Subleases: (i) Lessee shall not assign assign, transfer or in any manner transfer convey this Lease or any estate interest therein, whether by operation of law or otherwise; (ii) no interest hereunder in Lessee or Guarantor shall be assigned, transferred, conveyed, pledged or mortgaged, whether by operation of law or otherwise, including, without limitation, a dissolution of Lessee or Guarantor or a transfer of any of the voting stock of Lessee or Guarantor other than trades of Lessee's or Guarantor's common stock on a nationally recognized stock market or transfers of common stock of Guarantor in connection with a going private transaction so long as immediately following the transaction, ▇▇▇▇▇ ▇▇▇▇▇▇▇ directly or indirectly continues to control at least 51% of the outstanding voting capital stock of Parent (as defined below) and Parent continues to own at least 51% of the outstanding voting capital stock of Guarantor; and (iii) Lessee shall not sublease the Premises sublet all or any part thereof of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, payment to Lessor of any rentals owing under a sublease which are in excess of the rentals owing hereunder, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor.
C. Notwithstanding the foregoing, Lessee shall have the right to sublease any of the Properties, without the prior written consent of LandlordLessor or Lender, if the following conditions are satisfied:
(1) no Event of Default shall have occurred and be continuing under this Lease as of the effective date of such sublease;
(2) any such sublease shall be subordinate to this Lease and the Mortgage corresponding to the Property to which such sublease relates;
(3) Lessee shall remain liable under this Lease notwithstanding such sublease; and
(4) the Properties subject to such subleases shall be used as Permitted Facilities and shall otherwise be operated and maintained in accordance with the terms and conditions of this Lease.
D. Notwithstanding the foregoing, if the voting capital stock of Guarantor is no longer publicly traded: (i) Uno Restaurant Holdings Corporation, a Delaware corporation, or such other Person that acquires all the voting capital stock of Guarantor in a transaction making Guarantor a privately held company ("Parent") may transfer so much of its capital stock in Guarantor for so long as Parent continues to own 51% or more of the outstanding voting capital stock of Guarantor; and (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ may transfer so much of his capital stock in Parent for so long as he continues to own 51% or more of the outstanding voting capital stock of Parent (such 51% ownership interest, in each case the "Threshold Amount"). Neither Parent nor ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall transfer any voting capital stock in Guarantor or Parent, respectively, resulting in Parent or ▇▇▇▇▇ ▇▇▇▇▇▇▇ owning voting capital stock in Guarantor or Parent, respectively, in an amount less than the Threshold Amount (each, an "Excess Threshold Transfer") without Lessor's and Lender's prior written consent, which consent shall not be unreasonably withheldwithheld if: (i) no Event of Default then exists and is continuing; and (ii) if an Excess Threshold Transfer occurs prior to the third anniversary of the Effective Date, conditionedLessee provides Lessor with written reasonable evidence that following the Excess Threshold Transfer the following individuals will maintain their respective positions as officers of Guarantor for a period of not less than one year after the date of the Excess Threshold Transfer: (a) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as President and CEO, or delayed(b) ▇▇▇▇▇▇ ▇. As part of Tenant’s request for▇▇▇▇▇▇▇, Executive Vice President and Chief Financial Officer, and (c) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Executive Vice President and Chief Operating Officer. Regardless of when an Excess Threshold Transfer occurs, from and after the occurrence of an Excess Threshold Transfer, Lessee shall cause Guarantor and Parent to maintain a "Corporate Fixed Charge Coverage Ratio" (as defined below) of not less than 1.20 to 1. The term "Corporate Fixed Charge Coverage Ratio" shall mean with respect to the twelve month period of time immediately preceding the end of each fiscal quarter of Guarantor and Parent (each, a condition to"12 Month Period"), Landlord’s consent the ratio calculated for such period of time, each as determined in accordance with GAAP, of (a) the sum of Net Income, Depreciation and Amortization, Interest Expense and Operating Lease Expense, to such assignment or sublease(b) the sum of Operating Lease Expense, Tenant shall provide Landlord with financial statements for the proposed transferee scheduled principal payments of long term Debt, scheduled maturities of all Capital Leases and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease requestInterest Expense. Notwithstanding anything in this Lease the foregoing to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent a transfer of the Landlord need not be obtained if the assignment of the Lease is to acapital stock by: (i) parent▇▇▇▇▇ ▇▇▇▇▇▇▇ to a family trust or other estate planning entity controlled by ▇▇▇▇▇ ▇▇▇▇▇▇▇ and in which ▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ family members are beneficiaries, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge the estate of ▇▇▇▇▇ ▇▇▇▇▇▇▇ to family members, a family trust or consolidate; other family-owned estate planning entity or (iii) corporation that acquires all transfers by family members, a family trust or substantially all of the shares of other family-owned estate planning entity among themselves, shall not be deemed an Excess Threshold Transfer and such capital stock held by a family member, in a family trust or assets of Tenant; or (iv) another family-owned estate planning entity controlled by ▇▇▇▇▇ ▇▇▇▇▇▇▇ and in which ▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ family members are beneficiaries shall be deemed to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises be owned by ▇▇▇▇▇ ▇▇▇▇▇▇▇ for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements purposes of this Section 13 have been satisfied, including if applicable26.D. For purposes of this Section 26.D, the qualification of such proposed transferee following terms shall be defined as an affiliate of Tenant or a Related Entity.set forth below:
Appears in 2 contracts
Sources: Master Lease (Uno Restaurant Corp), Master Lease (Uno Restaurant Corp)
Assignment/Subletting. (a) Subtenant shall not voluntarily, by operation of law, or otherwise, directly or indirectly, assign, collaterally assign, mortgage, pledge, hypothecate or otherwise encumber this Sublease, or any of Subtenant’s rights or interests hereunder, and Subtenant shall not permit the use or occupancy of the Premises by anyone other than Subtenant. Any attempt to do any of the foregoing shall be void and of no effect and shall be a Default under this Sublease.
(b) Except as provided hereinin Section 12(c) below, Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and Subtenant shall not sublease the Premises Premises, or any part thereof portion of the Premises, without the prior written consent of LandlordSublandlord. Any proposed sublease shall also be subject to the approval by Landlord in accordance with the Prime Lease.
(c) Notwithstanding the foregoing, which Sublandlord shall not be unreasonably withheldwithhold, conditionedcondition, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld delay its consent to a proposed transfer sublease to a an unrelated third party party, provided that (i) Subtenant notifies Sublandlord of the proposed sublease at least thirty (30) days prior to the effective date thereof, (ii) the proposed sublease satisfies the requirements set forth in Sections 12(d) and Tenant(g) below, and (iii) after giving effect to the proposed sublease, there are not more than three (3) occupants of the Premises (including Subtenant), the parties acknowledging that Sublandlord shall have the right to approve or disapprove, in Sublandlord’s sole remedy discretion, any sublease that does not satisfy the foregoing requirements.
(d) All proposed subleases by Subtenant shall be an action in form and substance reasonably satisfactory to enforce any such provision through specific performance or declaratory judgment. Tenant Sublandlord and shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrarycontain, so long as Tenant is not in default under this Lease beyond applicable notice and cure periodsinter alia, the consent of the Landlord need not be obtained if the assignment of the Lease is to afollowing provisions: (i) parentany sublease shall be for a term expiring not later than the expiration of the Term, subsidiary and shall include provisions that (A) the sublease is expressly subject to the terms and provisions of this Sublease and the Prime Lease, (B) the subtenant will perform and observe the provisions of this Sublease (other than the rental obligations of Subtenant) as it applies to the portion of the Premises sublet, and a failure to do so will constitute a default by Subtenant hereunder (unless Subtenant performs such provisions and cures any such non-observance within the time periods required of Subtenant hereunder), (C) the sublease will terminate automatically upon the termination of this Sublease or affiliate the Prime Lease, and (D) upon termination of Tenant; this Sublease or the Prime Lease, subtenant will vacate and surrender the sublet area as and in the condition required by this Sublease, regardless of any contrary provision contained in the sublease, and (ii) company with which Tenant may merge any such sublease shall specify that the sublease shall not be further assigned, nor the subleased premises further sublet without the prior consent of Sublandlord and Landlord as provided herein. The consent by Sublandlord to any subletting to any person or consolidate; entity shall not be construed as a waiver or release of Subtenant from any provision of this Sublease or any of its obligations under this Sublease, unless expressly agreed to in writing by Sublandlord (iii) corporation it being understood that acquires all Subtenant shall remain primarily liable as a principal and not as a guarantor or substantially all surety), nor shall the collection or acceptance of rent from any such subtenant constitute a waiver or a release of Subtenant from any such provision or obligation. No consent by Sublandlord to any such subletting in any one instance shall constitute a waiver of the shares of stock or assets of Tenant; or necessity for such consent in a subsequent instance.
(ive) Notwithstanding anything to the contrary in this Sublease, Subtenant acknowledges and agrees that its sole remedy with respect to any corporation which assertion that Sublandlord’s failure to consent to any subletting is unreasonable shall be that of specific performance, plus, if the successor corporation in the event proposed subtenant elects not to proceed with a sublease because of a corporate reorganization (a “Related Entity”); Sublandlord’s unreasonable failure to consent, Subtenant’s actual damages, provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by Sublandlord shall have no liability under this Leaseprovision unless Sublandlord was required to be reasonable pursuant to Section 12(c) of this Sublease, and (ii) in no event shall Sublandlord be liable for any consequential or punitive damages. Subtenant shall have no other claim or cause of action against Sublandlord as a result of Sublandlord’s actions in refusing consent thereto, Subtenant hereby waiving all other rights and remedies.
(f) Any subletting which does not comply with respect the provisions of this Section 12 shall be automatically void and of no force and effect.
(g) During the first two (2) years of the Term, Subtenant shall not sublease or offer to an assignment sublease any portion of the Premises, other than pursuant to a Related Entity described in subsections Permitted Sublease (iias hereinafter defined). After the last day of the second (2nd) and (iii)year of the Term, such Related Entity has a tangible net worth equal to Subtenant shall not sublease or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, offer to sublease or license a any portion of the Premises to a Related Entity described any tenant not in subsection (i) above, provided that such Related Entity does not use keeping with the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date image of the proposed transferBuilding. As used herein, along a “Permitted Sublease” means a sublease of a portion of the Premises, not to exceed 5,000 rentable square feet, to a single tenant that is in keeping with all applicable documentation and other information necessary for Landlord to determine that the requirements image of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityBuilding.
Appears in 2 contracts
Sources: Sublease (Federal Agricultural Mortgage Corp), Sublease (Federal Agricultural Mortgage Corp)
Assignment/Subletting. Except as provided herein, A. Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof not, without the Landlord’s prior written consent of Landlordconsent, which in each instance shall not be unreasonably withheld, conditionedconditioned or delayed: (i) assign, transfer, hypothecate, mortgage, encumber, or delayedconvey, or subject to or permit to exist upon or be subjected to any lien or charge, this Lease or any interest under it; (ii) allow any transfer of, or any lien upon, Tenant’s interest in this Lease by operation of law; (iii) sublet the Premises in whole or in part or (iv) allow the use or occupancy of any portion of the Premises for a use other than the Use or by anyone other than Tenant or Tenant’s employees, contractors, subcontractors or consultants. As part Tenant shall have the right to sublet or assign all or any portion of the Premises to any related entity or affiliate of Tenant, by merger, acquisition, consolidation, or any successor company, without Landlord’s request forapproval or consent. Tenant shall provide written notice of any such assignment or sublease. Notwithstanding the foregoing, and as a condition toshould any provision, rule or law governing Landlord’s consent to a sublease or assignment require Landlord to exercise reason in the consideration of the granting or denying of consent, Landlord may take into consideration the business activity, reputation and creditworthiness of the proposed subtenant or assignee; any required alteration of the Premises: the intended use of the Premises by the proposed subtenant or assignee; the estimated pedestrian and vehicular traffic in the Premises and to the Building which would be generated by the proposed subtenant or assignee; any potential environmentally hazardous activities engaged in by the proposed subtenant or assignee; provided further, however, that if Landlord does not consent to a sublease or assignment to any subtenant or assignee which is a governmental agency, which is a present tenant in the Building, or with whom Landlord or its agents has discussed tenancy within the Building, same shall not be deemed to be unreasonable.
B. If Tenant shall, with Landlord’s prior consent as herein required, sublet the Premises, an amount equal to half the rental in excess of the Rent and any Additional Rent herein (after subtracting all sublease transaction costs) provided to be paid, shall be for the benefit of Landlord and shall be paid to Landlord promptly when due under any such assignment or subleasesubletting as Additional Rent.
C. If Tenant is an entity whose ownership is not publicly held, and if during the Term, the ownership of the control of Tenant changes, Tenant shall provide notify Landlord with financial statements for of such change within five (5) days thereof. The term “control” as used herein means the proposed transferee and such other information as Landlord may reasonably requestpower to directly or indirectly direct or cause the direction of the management or policies of Tenant. A change or series of changes in ownership of stock which would result in direct or indirect change in ownership by the stockholders or an affiliated group or stockholders of less than fifty (50%) percent of the outstanding stock shall not be considered a change of control. A change in ownership resulting from an initial public offering of the shares of Tenant shall not be entitled to receive monetary damages based upon considered a claim that change of control.
D. Tenant shall, by notice in writing, advise Landlord unreasonably withheld of its consent to intention from, on and after a proposed transfer to a third party and stated date (which shall not be less than sixty (60) days after the date of the giving of Tenant’s sole remedy shall be an action notice to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in Landlord) to assign this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge sublet any part or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for the balance or any other use than part of the use permitted by this LeaseTerm, and (ii) with respect to an assignment to a Related Entity described and, in subsections (ii) and (iii)such event, such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlordto be exercised by giving written notice to Tenant within fifteen (15) days after receipt of Tenant’s consentnotice, to sublease terminate this Lease with respect to the space described in Tenant’s notice as of the date stated in Tenant’s notice for the commencement of the proposed assignment or license sublease. Tenant’s notice shall include the name and address of the proposed assignee or subtenant, a portion true and complete copy of the proposed assignment or sublease, and sufficient information as Landlord deems necessary to allow Landlord to determine the financial responsibility and character of the proposed assignee or subtenant. If Tenant’s notice covers all of the Premises and if Landlord exercises its right to a Related Entity described terminate this Lease with respect to such space, then the Term of this Lease shall expire and end on the date stated in subsection (i) above, provided that such Related Entity does not use Tenant’s notice for the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date commencement of the proposed transferassignment or sublease as fully and completely as if that date had been the Expiration Date. If, along however, Tenant’s notice covers less than all of the Premises, and if Landlord exercises its right to terminate this Lease with all applicable documentation and other information necessary respect to such space described in Tenant’s notice then as of the date stated in Tenant’s notice for Landlord to determine that the requirements commencement of this Section 13 have been satisfied, including if applicablethe proposed sublease, the qualification Rent and Tenant’s Proportion as defined herein shall be adjusted on the basis of the number of rentable square feet retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect.
E. Landlord’s consent to any assignment or subletting shall not release Tenant of liability under this Lease or permit any subsequent prohibited act, unless specifically provided in such proposed transferee as an affiliate written consent. Tenant agrees to pay to Landlord, on demand, all reasonable third- party out-of-pocket costs actually incurred by Landlord in connection with any request by Tenant of Tenant Landlord in connection with any consent to any assignment or a Related Entitysubletting by Tenant.
Appears in 2 contracts
Sources: Office Lease (AveXis, Inc.), Office Lease (AveXis, Inc.)
Assignment/Subletting. Except as provided herein, Tenant shall will not assign or in any manner transfer this Lease Agreement or sublet all or any estate or interest hereunder and shall not sublease portion of the Premises or any part thereof Site in contravention of this Agreement without the prior written consent of LandlordOwner, which shall consent will not be unreasonably withheld, delayed or conditioned. However, tenant may assign without the Owner's prior written consent to any party controlling, controlled by or delayed. As part under common control with Tenant provided that the assuming party has comparable credit quality to that of Tenant’s request for. An assignment, transfer or sublet by Tenant as described above will not relieve Tenant of any obligations or liability hereunder. Tenant may, upon notice to Owner, mortgage or grant a security interest in this Agreement and the Equipment and may assign this Agreement and the Equipment to any such Secured Parties or holders of security interests including their successors and assigns (hereinafter collectively referred to as a condition to"Secured Parties"). In such event, Landlord’s Owner shall execute such consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information leasehold financing as Landlord may reasonably requestbe required by Secured Parties. Owner agrees to notify Tenant and Tenant's Secured Parties simultaneously of any default by Tenant and to give Secured Parties the same right to cure any default as Tenant except that the cure period for any Secured Party shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgmentless than 10 business days after the receipt of the default notice. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in may assign this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, Agreement without the consent of the Landlord need not be obtained if the assignment of the Lease is Owner to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or to an entity which acquires Tenant's communications license from the Federal Communications Commission. In the event an assignment occurs as stated herein, the assuming party must have comparable credit quality to that of Tenant. If a Related Entitytermination, disaffirmance or rejection of the Agreement pursuant to any laws (including any bankruptcy or insolvency laws) by Tenant shall occur, or if Owner shall terminate this Agreement for any reason, Owner shall terminate this Agreement for any reason, Owner will give to the Secured Parties prompt notice thereof and Owner will give the Secured Parties the right to enter upon the Site during a 30-day period commencing upon the Secured Party's receipt of such notice for the purpose of removing any Equipment. Owner acknowledges that the Secured Parties shall be third-party beneficiaries of this Agreement.
Appears in 2 contracts
Sources: Master Site Agreement (Horizon Personal Communications Inc), Master Site Agreement (Horizon PCS Inc)
Assignment/Subletting. Except as provided herein, Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without Without the prior written consent of Landlord (which consent Landlord shall not unreasonably withhold, condition or delay, due consideration being given to the experience of the proposed assignee or subtenant in the conduct of businesses permitted by this Lease and also to the financial stature of such proposed assignee or subtenant), neither Tenant, nor Tenant’s legal representatives or successors in interest shall assign this Lease, by operation of law or otherwise, or sublet the whole or any part of the Leased Premises; and no assignment shall in any way release Tenant from its primary obligations to Landlord, which shall not be unreasonably withheld, conditioned, or delayedlimit or otherwise reduce its liability to Landlord. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periodsWithout limitation, the consent of the Landlord need not be obtained if the assignment of the Lease is to aterm “assign” as used herein, shall include: (i) parent, subsidiary an assignment of a part interest in this Lease or affiliate of Tenanta part interest in the Premises; and (ii) company with which Tenant may merge any merger, consolidation, transfer (singly or consolidate; (iiiin combination) corporation that acquires all of shares or substantially all interests constituting more than half of the total shares or interests outstanding or any other transaction the effect of stock which is directly or assets indirectly to transfer to any third party the benefits of this Lease, unless the successor would have an equal or greater net worth than Tenant in which case such transfer shall not be included in the term “assign”. Landlord shall consent to Tenant’s assignment of its rights under this Lease: (a) to a wholly owned subsidiary of Tenant; or (ivb) as security in favor of any bank or lending institution to secure any corporation which is loan or other financial accommodation by such bank or lending institution to Tenant, provided that such assignment shall not encumber, and shall remain subordinate to, the successor corporation interest of Landlord or Landlord’s mortgagee in the event Leased Premises and that such collateral assignment shall be consistent with the terms of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect provided, further, that Landlord and such mortgagee shall enter into a written agreement to an assignment that effect, in form reasonably satisfactory to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.
Appears in 2 contracts
Sources: Lease Agreement (Northern Power Systems Corp.), Purchase and Sale Agreement (Wind Power Holdings Inc)
Assignment/Subletting. Except as provided hereinThe Concessionaire shall not, Tenant shall not without the prior written consent of the BOR, assign or in the Concession Agreement, any manner transfer this Lease Lease, or any estate interest in the Premises, or interest hereunder and shall not sublease otherwise transfer or sublet the Premises or any part thereof without or permit the prior written consent use of Landlordthe Premises by any party other than the Concessionaire and Permitted Residents. If the Concessionaire is a partnership, which shall not be unreasonably withheld, conditioneda limited liability company, or delayeda limited liability partnership, a withdrawal or change, whether voluntary, involuntary, or by operation of law, of partners or members owning a controlling interest in the Concessionaire shall be deemed a voluntary assignment of the Concession Agreement and each Lease and subject to the foregoing provisions. As part If the Concessionaire is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenantthe Concessionaire, or the sale or transfer of a controlling interest in the capital stock of the Concessionaire, shall be deemed a voluntary assignment of the Concession Agreement and Leases and subject to the foregoing provisions. No subletting of the Premises (other than to Permitted Residents) shall be effective unless and until (i) the BOR shall have consented in writing and (ii) there shall have been delivered to the BOR an agreement, in form and substance satisfactory to the BOR, signed by the Concessionaire and the proposed sublessee, whereby the sublessee acknowledges the right of the BOR to continue or terminate any sublease, in the BOR’s request forsole discretion, upon termination of the Concession Agreement and the Leases, and as a condition to, Landlord’s consent such sublessee agrees to recognize and attorn to the BOR in the event that the BOR elects under such assignment or circumstances to continue such sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary Concession Agreement and/or Leases or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all subletting of the shares of stock or assets of Tenant; or (iv) Premises, the Concessionaire shall remain obligated for all liability to any corporation which is the successor corporation in BOR arising under the event of a corporate reorganization (a “Related Entity”); providedConcession Agreement, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this each Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of Project Operating Agreement during the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityentire remaining Term.
Appears in 1 contract
Sources: Long Term Concession Agreement
Assignment/Subletting. The identity and financial position of the Tenant is a material consideration of Landlord entering into this Lease. Except as otherwise provided hereinin this Section, Tenant shall not not, directly or indirectly, assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease sublet the Premises or any part thereof thereof, nor permit all or any part of the Premises to be used or occupied by another, without first obtaining the prior written consent of Landlord, Landlord (which consent shall not be unreasonably unreasonably, withheld, delayed or conditioned). Landlord agrees, or delayed. As part within thirty (30) days following receipt of Tenant’s request for, and as a condition to, Landlord’s consent notice from Tenant of its intent to such enter into an assignment or sublease, to either approve or disapprove of the transfer in question. Landlord’s failure to notify Tenant of its disapproval within such 30 day period together with specific reasons for its disapproval shall provide Landlord with financial statements for be deemed to be an approval of the proposed transferee and such other information as Landlord may reasonably requesttransfer in question. Tenant Any consent by Landlord, unless specifically stated therein, shall not relieve Tenant from its obligations under this Lease. The acceptance of Rent by Landlord from any other person shall neither be entitled deemed to receive monetary damages based upon be a claim that Landlord unreasonably withheld its waiver of any of the provisions of this Lease nor be deemed to be a consent to a proposed transfer the assignment of this Lease or subletting of the Premises. If Landlord shall consent to a third party any assignment or subletting, the assignee/subtenant shall assume all obligations of Tenant hereunder arising from and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with after the effective date of such assignment or sublease request(provided, however, if any subtenant is subleasing only a portion of the Premises, then said subtenant only assumes the obligations of Tenant with respect to the subleased portion of the Premises), and Tenant shall not thereafter be relieved of any liability hereunder in the performance of any of the terms, covenants and conditions hereof. In the event Tenant shall request the consent of Landlord to any assignment or subletting of this Lease, Tenant shall pay, as Additional Rent, an administrative fee equal to Five Hundred Dollars ($500.00). Tenant hereby acknowledges and agrees that the acceptance of such administrative fee by Landlord shall not constitute a consent by Landlord to the proposed assignment or sublease. Notwithstanding anything in this Lease herein to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without obtaining Landlord’s consent, to sublease or license a portion of assign this Lease, sublet the Premises or any part thereof or otherwise transfer its interest under this Lease to a Related Entity described in subsection the following persons or entities: (i) aboveany person or entity that controls, provided is controlled by, or under common control with Tenant; (ii) any person or entity that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten acquires or merges (10or otherwise consolidates) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or that Tenant is merged (or otherwise consolidated) into; and/or (iii) any person or entity to which a Related Entitysubstantial portion of Tenant’s assets are transferred.
Appears in 1 contract
Assignment/Subletting. Except as provided herein, Tenant Lessee shall not assign this Lease, or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease sublet the Premises Premises, or any part thereof thereof, without the Lessor’s prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. As part Prior to any sublease or assignment (“Lease Transfer”), Lessee shall first notify Lessor in writing of Tenant’s request forits election to sublease all or a portion of the Premises or to assign this Lease or any interest thereunder. At any time within thirty (30) days after service of said notice, and as a condition to, Landlord’s Lessor shall notify Lessee that it consents or refuses to consent to the Lease Transfer. A failure by Lessor to respond within such assignment or sublease, Tenant thirty (30) day period shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably requestbe deemed to be a consent. Tenant Lessor shall not have the right to recapture any sublease or assignment space. Any denial of such Lease Transfer by Lessor as hereinabove provided must be entitled to receive monetary damages based predicated upon a claim that Landlord unreasonably withheld its consent to commercially reasonable basis for such denial. Any net profits paid in connection with a proposed transfer to a third party and TenantLease Transfer in excess of Lessee’s sole remedy Rent obligations hereunder (which net profits shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual calculated after deducting all reasonable costs incurred by Lessee in connection with the space subject to the Lease Transfer) shall be divided by Lessor and expenses Lessor on a fifty/fifty (50/50) basis (the “Lease Transfer Net Profits”). The costs incurred by Lessee in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrarya Transfer shall include, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need but not be obtained if limited to, legal fees, rental abatement, vacancy period, allowances, lessee improvements, leasing commissions and the assignment time to sublease or assign and remodel the Premises (the “Total Transfer Costs”). Lessor’s fifty percent (50%) share of the Lease is to aTransfer Net Profits shall be determined as follows: (i) parentthe dollar amount of the Total Transfer Costs shall be divided by the number of months remaining in either the initial Term or the applicable renewal period (after the month in which the Lease Transfer occurs), subsidiary or affiliate of Tenant; and such amount shall be the “Monthly Transfer Cost Amount”, (ii) company with the difference between the new monthly Rent (as a result of the Lease Transfer) and the monthly Rent (for the month prior to the month in which Tenant may merge or consolidate; the Lease Transfer occurs) shall be determined (the “Monthly Rent Increase Amount”), and (iii) corporation that the difference between the Monthly Rent Increase Amount and the Monthly Transfer Cost Amount shall be determined (the “Monthly Transfer Profit Amount”). Lessee shall pay to Lessor on a monthly basis fifty percent (50%) of the Monthly Transfer Profit Amount commencing on the first month after the Lease Transfer occurs. Notwithstanding the foregoing, no consent of Lessor is required for Lessee to assign or otherwise transfer (by operation of law or otherwise) this Lease or any of its rights hereunder to: (a) any person, corporation, partnership or other entity which acquires all or substantially all of the shares of stock business or assets of TenantLessee or stock in Lessee; (b) any person, corporation, partnership or other entity which controls, is controlled by or is under common control with Lessee; or (ivc) to any corporation which is affiliate (within the successor corporation meaning of such term as set forth in Rule 501 of Regulation D under the event Federal Securities Act of a corporate reorganization (a “Related Entity”); provided, however, that (i1933) of Lessee. No such Related Entity does not use the Premises for any assignment or other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation in whole or in part, of any Lessee’s rights or obligations under this Lease shall be or operate as a release of Lessee hereunder and other information necessary Lessee shall remain responsible for Landlord performing Lessee’s obligations hereunder should Lessee’s assignee or transferee fail to determine that the requirements of this Section 13 have been satisfiedperform any such obligations, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityunless specifically provided otherwise by Lessor in writing.
Appears in 1 contract
Sources: Lease Agreement (Netreit)
Assignment/Subletting. Except as provided hereinTenant, Tenant voluntary or involuntarily, shall not assign this Lease, or in any manner transfer this Lease sublet, license, or any estate or interest hereunder and shall not sublease convey the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises other than by the Tenant (all or any of the foregoing actions are referred to as “Transfers”) and all or any of assignees, transferees, licensees, and other such parties are referred to as “Transferees”) without obtaining, on each occasion, the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant also shall not voluntarily or involuntarily mortgage or encumber the Premises or Tenant’s leasehold interest therein (an “Encumbrance”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. As part of Tenant’s request for, and delayed so long as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred Encumbrance is being made in connection with a bona fide institution as financing for Tenant’s business. Any Transfer or Encumbrance without such assignment or sublease requestconsent shall be null and void and of no effect whatsoever. Notwithstanding anything in the provisions of this Section 5.9, this Lease may be assigned, or the Premises may be sublet, in whole or in part, after prior notice to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the Landlord but without consent of the Landlord need not be obtained if the assignment and without any termination right of the Lease is Landlord being applicable thereto, (a) to a: (i) parent, subsidiary any corporation or affiliate of Tenant; (ii) company other entity into or with which Tenant may merge be merged or consolidate; (iii) consolidated or to any corporation that acquires or entity to which all or substantially all of the shares of stock or Tenant’s assets of Tenant; will be transferred, or (ivb) to any corporation which is an affiliate, subsidiary, parent or successor of Tenant, provided in all such cases the successor surviving corporation in or entity shall provide reasonable evidence that it, along with any guarantor or other party remaining liable under this Lease, has a creditworthiness at least equal to the event net worth of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use Tenant and the Premises for guarantor or any other use than liable party as of the use permitted by this Leasedate of such corporate transaction, and (ii) as of the date of this Lease and shall agree in writing with the Landlord to be bound by all of the terms and conditions of this Lease (all of the foregoing being referred to as a “Permitted Transfer”). Tenant shall notify Landlord prior to marketing the Premises or any part thereof for a Transfer. Tenant’s request for consent to a Transfer shall include a copy of the proposed Transfer instrument together with a statement of the proposed Transfer in detail satisfactory to Landlord, together with reasonably detailed financial, business and other information about the proposed Transferee. Except in the case of a Permitted Transfer pursuant to clause (a) or (b) above, Landlord shall have the option (but not the obligation) to terminate the Lease as to the affected portions of the Premises at no cost to Tenant, with respect to an assignment to a Related Entity described in subsections Transfer of at least 67% of the Rentable Area of the Premises which Tenant proposes effective upon the date of the proposed Transfer and continuing for the proposed term thereof by giving Tenant notice of such termination within thirty (ii30) and (iii)days after Landlord’s receipt of Tenant’s request. Tenant, such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant however, shall have the right, without right to withdraw such request if Landlord gives Tenant notice of its right to recapture the Premises. Upon the effective date of Landlord’s consentrecapture, Tenant shall be released from all subsequently accruing obligations under this Lease with respect to sublease or license a the portion of the Premises to recaptured by Landlord. If Tenant does make a Related Entity described in subsection Transfer (iother than a Permitted Transfer under clause (a) or (b) above) hereunder, and if the aggregate rent and other charges payable to Tenant under and in connection with such Transfer (including without limitation any amounts paid for leasehold improvements or on account of Tenant’s costs associated with such Transfer) exceed the sum if the Rent and other charges payable hereunder with respect to the space in question and all third party costs of the Transfer (such as brokerage, legal, and leasehold improvement costs), Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of the amount of such excess. Such excess shall be paid on a monthly basis, and all non-recurring costs and payments incurred or collected by Tenant shall be amortized on a straight line basis over the term of the Transfer in calculating the amount of each monthly payment. If the amount of rent and other charges payable under a Transfer is not readily ascertainable, such amount may, at Landlord’s option, be deemed to equal the fair market rent then obtainable for the space in question. Tenant shall pay to Landlord, as Additional Rent, Landlord’s reasonable legal fees (not to exceed $750 without the approval of Tenant, provided that such Related Entity does not use figure shall be reasonably adjusted for inflation and for unusually complex transactions) and other third-party expenses incurred in connection with any proposed Transfer or Encumbrance, including fees for review of documents and investigations of proposed Transferees. Notwithstanding any such Transfer, the Premises for any other use than the use permitted by original Tenant named herein shall remain directly and primarily obligated under this Lease. If Tenant enters into any Transfer including a Permitted Transfer with respect to the Premises (or any part thereof), such Transferee shall give be liable, jointly and severally, with Tenant, to the extent of the obligation undertaken by or attributable to such Transferee, for the performance of Tenant’s agreements under this Lease (including payment of Rent under the Transfer), and every Transfer shall so provide, without relieving or modifying Tenant’s liability hereunder. The foregoing provision shall be self-operative, but in confirmation thereof, such Transferee shall execute and deliver such instruments as may be reasonably required by Landlord written notice at least to acknowledge such liability, and if such Transferee shall fail to do so within ten (10) days prior after demand, Tenant shall be in default hereunder. Landlord may collect Rent from the Transferee and apply the net amount collected to the effective date Rent and other charges hereunder, but no such assignment or collection shall be deemed a waiver of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements provisions of this Section 13 have been satisfied5.9, including if applicableor the acceptance of the Transferee as a tenant, the qualification of such proposed transferee as an affiliate or a release of Tenant or from direct and primary liability for the further performance of Tenant’s covenants hereunder. The consent by Landlord to a Related Entityparticular Transfer shall not relieve Tenant from the requirement of obtaining the consent of Landlord to any further Transfer.
Appears in 1 contract
Assignment/Subletting. Except as provided herein(a) Subject to the approval of the NYSPSC, Tenant shall not may assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything interest in this Lease to any governmental entity of the contraryState of New York, so long as Tenant is not any of Tenant’s affiliates or Tenant’s members, or to any entity acquiring all or any part of the Project Facilities, in default under this Lease beyond applicable notice and cure periodseach case, without Landlord’s consent (collectively, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related EntityPermitted Assignees”); provided, however, that Tenant first deliver Landlord written notice of ▇▇▇▇▇▇’s intent to assign this Lease to such Permitted Assignee no later than thirty (i30) days prior to ▇▇▇▇▇▇’s filing of its application seeking NYSPSC approval for such Related Entity does not use transfer or assignment.
(b) Notwithstanding the Premises for foregoing, Tenant shall have the right at any other use than time and from time to time, without the use permitted by this Leaseconsent of Landlord, to enter into financing with respect to the Project Facilities and, in connection therewith, collaterally assign its interest in the Project Facilities in order to grant any lender a first priority security interest in all of its right, title and interest in and to the Project Facilities; and (ii) enter into one or more leasehold mortgages with respect an Institutional Lender (defined below) in favor of one or more financing parties; provided, however, that in no event shall Landlord be required to encumber or subordinate its fee title to the Property or any part thereof or interest therein in connection with any such leasehold mortgage. ▇▇▇▇▇▇▇▇ agrees, at ▇▇▇▇▇▇’s cost and expense, including, reasonable attorneys’ fees, to cooperate with reasonable requests made by any financing party for amendments to or modifications of this Lease that do not change material terms of this Lease, including economic terms which are deemed material, and are otherwise reasonably acceptable to Landlord. ▇▇▇▇▇▇▇▇ further agrees, in connection with any leasehold mortgage, to execute and deliver an assignment agreement among Tenant, Landlord and the financing parties (a “Consent and Agreement”) consenting and agreeing to such leasehold mortgage, in a Related Entity described in subsections form reasonably requested by the financing parties. ▇▇▇▇▇▇▇▇ also agrees to furnish the financing parties with such other consents, estoppel certificates and similar documents as may be reasonably requested by the financing parties. For the purposes of this Section 23(b), “Institutional Lender” shall mean (i) a savings bank, a savings and loan association, a bank or trust company, an insurance company or an educational institution, (ii) and a federal, state, municipal, teachers, or other public employees’ welfare, pension or retirement trust, fund or system, (iii)) any other employees, such Related Entity has welfare, pension or retirement trust, fund or system having assets of at least $500,000,000, (iv) any real estate investment or mortgage trust having assets of at least $500,000,000, (v) any corporation, organization or other entity not referred to in the foregoing provisions of this sentence, and which is subject to supervision and regulation by the insurance or banking department of any of the United States, the State of New York, the Board of Governors of the Federal Reserve System, the Comptroller of the Currency, the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation or by any other Governmental Authority exercising similar functions or by any successor hereafter exercising similar functions, having a tangible net worth equal of at least $500,000,000, or (vi) a Governmental Authority, or (vii) a corporate governmental agency constituting a public benefit corporation of the State of New York. Nothing herein contained shall limit Landlord’s right to or greater than $10,000,000.00. place any mortgage on the interests of Landlord agrees that Tenant shall have in the rightfee estate of the Leased Property including, without Landlord’s consentlimitation, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) aboveany modifications, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transferconsolidations, along with all applicable documentation extensions, renewals and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityreplacements thereof.
Appears in 1 contract
Sources: Lease
Assignment/Subletting. Except as provided herein(a) Neither Tenant, Tenant nor any of its permitted successors or assigns, shall not transfer, assign, mortgage, encumber, or, by operation of law or otherwise, pledge, hypothecate, or assign or in any manner transfer this Lease all or any estate of its interest in this Lease, or interest hereunder and shall not sublease sublet or permit the Premises Premises, or any part thereof thereof, to be used by others, including, but not by way of limitation, licensees of Tenant, without the prior written consent of Landlord, in each instance, which consent shall not be unreasonably withheld, conditioned, or delayed, if Tenant complies with the requirements of this Article 19 and the requirements and conditions set forth in other provisions of the Lease. As part of Any such subletting or assignment shall be referred to as a “Transfer”, and the person to whom Tenant’s request for, and interest is transferred shall be referred to as a condition to“Transferee”.
(b) The prohibition against any Transfer without the prior written consent of Landlord shall apply, Landlord’s consent without limitation, to such assignment or subleasethe following circumstances, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy each of which shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to adeemed a Transfer: (i) parentif Tenant or any guarantor of this Lease is a corporation (other than a corporation, subsidiary the outstanding voting stock of which is listed on a “national securities exchange,” as defined in the Securities Exchange Act of 1934), and if shares of such corporation are transferred by sale, assignment, bequest, inheritance, operation of law or affiliate otherwise (including, without limitation, a transfer to or by a receiver or trustee in federal or state bankruptcy, insolvency or other proceeding), so as to result in or make possible a change in the present control of Tenantsuch corporation; (ii) company with which if Tenant may merge or consolidateany guarantor of this Lease is a partnership, any change in control or ownership of such partnership; (iii) corporation that acquires any transfer by sale, assignment, bequest, inheritance, operation of law or other disposition of all or substantially all of the shares of stock or assets of Tenant or any guarantor which results in or makes possible a change in the present control of the business of Tenant or any such guarantor; (iv) any other change in ownership of Tenant, any guarantor of this Lease or the business operated by Tenant; or (v) any subletting or assignment which occurs by operation of law, merger, consolidation, or reorganization or any change of Tenant’s corporate or proprietary structure. In no event may Tenant assign this Lease, or sublease the Leased Premises, if Tenant is in default under this Lease.
(c) In the event that Tenant desires to effect a Transfer hereunder, Tenant shall give Landlord written notice (the Transfer Notice”) thereof. To be effective, the Transfer Notice shall be accompanied by Tenant’s check, payable to the order of Landlord, or Landlord’s Agent, in an amount equal to $500.00 to compensate Landlord for the cost of reviewing the proposed Transfer and specify the proposed Transferee, and the proposed terms of the Transfer, and contain such information about the proposed Transferee, its experience, its financial situation, its methods of operation, and its impact on the Building, as a prudent businessman would require in making the Transfer decision. Tenant specifically agrees to apprise Landlord of any adverse or negative information in its possession concerning the proposed Transfer and the proposed Transferee. The Transfer Notice shall also contain a certificate by Tenant (or an officer or general partner of Tenant if Tenant is a corporation or partnership) of all “Transfer Consideration” (as defined below) or payable in connection with the proposed Transfer. Within sixty (60) days of the receipt of the Transfer Notice Landlord shall, by written notice to Tenant, elect: (i) to permit the proposed Transfer; (ii) to terminate this Lease; (iii) to sublet with the right to further sublet from Tenant for the balance of the term of this Lease (a) all of the Premises, or (b) only so much of the Leased Premises as Tenant proposed to Transfer, at the same rental as Tenant is obligated to pay to Landlord hereunder, provided, however, that if Landlord elects to sublease the entire Premises or terminate this Lease, Landlord shall notify Tenant of such election (“Sublease/Termination Notice”) and Tenant shall have the right to withdraw its transfer request within ten (10) days of Tenant’s receipt of Landlord’s Sublease/Termination Notice; or (iv) to any corporation deny consent to the proposed Transfer, in which is event Tenant shall continue to occupy the successor corporation in Lease Premises and comply with all of the terms and conditions hereof. In the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect Landlord fails to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that give Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice of its election hereunder within the specified sixty (60) day period, Landlord shall be deemed to have denied its consent to the proposed Transfer.
(d) If this Lease is Transferred, the permitted Transferee shall assume by written instrument all of Tenant’s obligations under the Lease and such Transferee, at least ten twenty (1020) days prior to the effective date of the permitted Transfer, shall deliver to Landlord the proposed transfersublease, along with assignment and assumption agreement or other instrument evidencing the Transfer and the Transferee’s undertaking of Tenant’s obligations under the Lease. All of such documents shall be subject to Landlord’s prior written approval. In the event of a permitted Transfer, Tenant shall continue to be liable hereunder, and shall not be released from performance hereunder. In addition to the Rent reserved hereunder, Tenant shall pay to Landlord one-half (1/2) of all applicable documentation monies, property and other information necessary consideration of every kind whatsoever paid or payable to Tenant in consideration of or related to such Transfer (less all reasonable costs incurred by Tenant in connection with such Transfer) and for all property transferred to the Transferee, as all or part of the consideration including, without limitation, fixtures, other Leasehold Improvements, furniture, equipment and furnishings (collectively, all of the foregoing monies, property and other consideration shall be referred to as the “Transfer Consideration”), but excluding bona fide consideration paid for transfer of Tenant’s Property. Following a permitted Transfer of this Lease, Landlord shall not be required to send the named Tenant any notice of default by the approved Transferee.
(e) Any Transfer without Landlord’s consent, whether as a result of any act or omission of Tenant, or by operation of law or otherwise, shall not be binding upon Landlord, and shall confer no rights upon any third person. Each such unpermitted Transfer shall, without notice or grace period of any kind, constitute a default by Tenant under this Lease. The acceptance by Landlord of the payment of Rent following any Transfer prohibited by this Article 19 shall not be deemed to be a consent by Landlord to determine that any such Transfer, an acceptance of the requirements Transferee as a tenant, a release of Tenant from the performance of any covenants herein contained, or a waiver by Landlord of any remedy of Landlord under this Lease, although amounts actually received shall be credited by Landlord against Tenant’s Rend obligations. Consent by Landlord to any one Transfer shall not constitute a waiver of the requirement for consent to any other Transfer. No reference in this Lease to assignees, subtenants or licensees shall be deemed to be a consent by Landlord to the occupancy of the Leased Premises by any such assignee, subtenant or licensee.
(f) Notwithstanding anything set forth in this Article 19 to the contrary, Landlord will not unreasonably withhold its consent to an assignment of this Section 13 have been satisfiedLease for the use and occupation of the Premises to (i) Tenant’s parent or subsidiary corporation or to a corporation under common ownership with and controlled by the same persons who control Tenant, including if applicable, or (ii) any party which acquires substantially all of the qualification of such proposed transferee as an affiliate assets of Tenant or (iii) to a Related Entitycorporation into which Tenant merges or consolidates, or (iv) in connection with an initial public offering of stock in Tenant which results in Tenant being listed on a national securities exchange (as defined in paragraph (b) above), or in connection with another offering of securities by Tenant to generate capital for its business operations, provided, however, that in each such event, (1) such assignee shall possess qualifications for conducting the business at the Premises to the reasonable satisfaction of Landlord; (2) such assignee shall assume in writing all of Tenant’s obligations hereunder; and (3) Tenant continues to remain liable under this Lease for the performance of all of the terms contained herein including but not limited to, the payment of Base Rent, Annual Operating Costs and all Additional Rent due under this Lease. The liability of any Guarantor of this Lease shall not be affected as a result of any assignment permitted under this paragraph 19(f). Notwithstanding any provisions of clause (i) of this paragraph 19(f) to the contrary, no Transfer will be permitted under this paragraph 19(f) without Landlord’s consent if such Transfer would result in a Transfer of this Lease or the ownership interests in any Transferee to an entity not affiliated with Tenant through common ownership and control. It is the intention of the parties that the provisions of clause (i) of this paragraph 19(f) are included herein for the purpose of providing Tenant with flexibility in the manner of operating its business but such provisions are not intended to permit, and do not permit, a Transfer of this Lease to an entity outside the ownership family to which Tenant belongs as a means of defeating the other provisions of this Article 19 which require Landlord’s consent to a Transfer.
Appears in 1 contract
Sources: Flex Space Office Lease (Panacos Pharmaceuticals, Inc.)
Assignment/Subletting. Except as provided herein, (a) Tenant shall not assign either voluntarily or in any manner by operation of law, assign, mortgage, encumber, or otherwise transfer this Lease or any estate interest herein, or interest hereunder and shall not sublease sublet the Demised Premises or any part thereof thereof, or permit the Demised Premises to be used or occupied by anyone other than Tenant or Tenant’s employees without the prior written consent of the Landlord, which shall consent may be not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, withheld provided that (i) Tenant shall provide provides Landlord with financial statements of the assignee or subtenant evidencing that such subtenant or assignee has a net worth and credit history equal to or greater than the credit history of Tenant as of the date hereof and (ii) Tenant remains responsible for all Rent and other obligations of Tenant under this Lease for the proposed transferee remainder of the Term. The foregoing restriction shall apply to any permitted subtenant or assignee of this Lease. Any assignment or hypothecation of the Demised Premises without the written consent of Landlord, shall be null and such void. In no event shall Tenant be released from any liability hereunder. Any assignment, subletting or other information as Landlord may reasonably requestaction in violation of the foregoing without the Landlord’s consent shall be void and shall (at Landlord’s option) constitute a material breach of this Lease. Tenant For purposes of this Section 33(a), an assignment shall include any direct or indirect transfer of any interest in Tenant, this Lease or the Demised Premises by Tenant, including but not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent limited to a proposed transfer pursuant to a third party and Tenant’s sole remedy merger, division, consolidation or liquidation, or pursuant to a change in ownership of Tenant involving a transfer of voting control in Tenant (whether by transfer of partnership interests, corporate stock or otherwise). Notwithstanding the foregoing, the original named Tenant herein shall be permitted to assign this Lease or sublease any portion of the Demised Premises to an action Affiliate (as hereinafter defined) without Landlord’s consent provided that: (i) no default then exists under this Lease, (ii) Tenant provides Landlord with a copy of such assignment or sublease within fifteen (15) days after the execution thereof, (iii) Tenant provides Landlord with financial statements of the assignee or subtenant evidencing that such subtenant or assignee has a net worth and credit history equal to enforce any such provision through specific performance or declaratory judgment. greater than the credit history of Tenant shall reimburse Landlord as of the date hereof, (iv) Tenant remains responsible for its actual reasonable costs all Rent and expenses incurred in connection other obligations of Tenant under this Lease for the remainder of the Term and (v) the Guarantor simultaneously with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment Affiliate executes and delivers to Landlord a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion reaffirmation of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by its existing Guaranty of this Lease. Tenant The term “Affiliate” as used herein shall give Landlord written notice at least ten (10) days prior to mean an entity that is organized under the effective date laws of one of the proposed transfer5▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ and that is controlled by, along controlling, or under common control with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityTenant.
Appears in 1 contract
Sources: Lease Agreement (CompoSecure, Inc.)
Assignment/Subletting. Except as provided hereinThis Lease may not be assigned by Tenant, Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease no part of the Leased Premises or any part thereof may be subleased by Tenant, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Landlord may condition the grant of such consent upon the Tenant's payment of all attorney's fees and costs incurred by the Landlord thereby, conditioned, or delayed. As part upon delivery of Tenant’s request forsuch information as the Landlord reasonably requests in relation thereto, and as upon receipt of a condition to, guarantee and indemnification acceptable to Landlord’s consent to such . If there is an assignment or subleasesubleasing without the express written consent of Landlord, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant collect Basic Annual Rent and Additional Rent from the assignee, subtenant or occupant and apply the net amount collected to the amounts due under this Lease; but such collection shall not be entitled deemed a waiver of Landlord's right to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such forbid the assignment or sublease requestand it shall not be deemed to be the acceptance by Landlord of the assignee, subtenant or occupant as a Tenant hereunder, or as a release of performance of the obligations of Tenant. Notwithstanding anything in this Lease to Each time that the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, submits a request for the consent of the Landlord need not be obtained to permit the Tenant to assign or sublease, the Landlord has the option during the 90 day period following such request to end the term of this Lease as of a date stated by Landlord, and Landlord has no liability to the Tenant if the assignment of the Lease is to a: (i) parent, subsidiary Landlord enters into a lease or affiliate of Tenant; (ii) company other agreement with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfersubtenant or assignee prior to, along with all applicable documentation and other information necessary for Landlord to determine that upon, or after such declaration by the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityLandlord.
Appears in 1 contract
Sources: Sub Lease Agreement (Tactical Air Defense Services, Inc.)
Assignment/Subletting. Except as provided otherwise specified herein, Tenant shall will not assign this Lease, in whole or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises part, nor sublet all or any part thereof of the Premises, nor license concessions or lease departments therein, without first obtaining the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned, conditioned or delayeddelayed by Landlord. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: At least thirty (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (1030) days prior to the effective date transfer, Tenant shall furnish Landlord with (a) all documents related to the transfer; (b) all financial statements of the proposed transferee, including, but not limited to, the most recent income, balance sheet and changes in financial position statement (with accompanying notes and disclosures of all material changes thereto) in audited form, if available, and certified as accurate by transferee’s certified public accountant, if available; (c) any other relevant information that Landlord has theretofore reasonably requested regarding the proposed transfer; and (d) a statement signed by an authorized officer of an assignee, in the case of an assignment, agreeing that the assignee will be liable for all obligations thereafter arising under this Lease. Within thirty (30) days from receipt of Tenant’s request for transfer, along with all applicable documentation and other information necessary for Landlord shall respond to Tenant’s request. Consent by Landlord to determine that any assignment or subletting shall not constitute a waiver of the requirements necessity for such consent to any subsequent assignment or subletting and shall not constitute a release of this Section 13 have been satisfiedthe Tenant hereunder. This prohibition includes any subletting or assignment which would otherwise occur by operation of law, including if applicablemerger, consolidation, reorganization, transfer or other change of Tenant’s corporate or proprietary structure. If, as a result of the qualification transfer, Tenant will receive compensation in excess of the Lease Term Rental and additional Rent due hereunder, Tenant shall pay one hundred percent (100%) of such proposed transferee amounts to Landlord as an affiliate and when received by Tenant as consideration for the consent to transfer. Tenant also agrees to reimburse Landlord upon demand for Landlord’s reasonable costs and fees (including professional fees) for Landlord’s consideration of Tenant or a Related Entitytransfer but such reimbursement shall not exceed One Thousand Dollars ($1,000.00).
Appears in 1 contract
Sources: Lease Agreement (Oragenics Inc)
Assignment/Subletting. Except as provided herein4.01 Neither Tenant nor Tenant's legal representatives or successors in interest by operation of law or otherwise, Tenant shall not assign assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior written consent of Landlord in each instance. The transfer of a majority of the issued and outstanding capital stock of any manner transfer corporate tenant or sublessee of this Lease or a majority of the total interest in any estate partnership tenant or interest hereunder sublessee or company, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, the conversion of a tenant or sublessee entity to either a limited liability company or a limited liability partnership or the merger or consolidation of a corporate tenant or sublessee, shall not sublease be deemed an assignment of this Lease or of such sublease. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. The listing of the name of a party or entity other than that of Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord, which shall not be unreasonably withheld, conditioned's consent to any assignment or sublease to, or delayedoccupancy of the Premises by, such party or entity. As If any lien is filed against the Premises or the Building of which the same form a part of Tenant’s request for, and as a condition to, Landlord’s consent for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, whether or not actually performed, the same shall be discharged within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered. Tenant hereby grants Landlord's rental agent for the Building, or such other licensed real estate broker as shall be designated by Landlord from time-to-time (the "Designated Agent"), the sole and exclusive right to effect any sublet, assignment, release and other disposition of all or any part of the demised Premises and any other space Tenant has under lease elsewhere in the Building (provided, however, that Tenant acknowledges and agrees that such Designated Agent from time to time may be obligated to endeavor to rent competitive space available in the Building on behalf of and pursuant to the instructions of Landlord or another tenant of the Building) and Tenant shall provide Landlord pay to such Designated Agent upon execution of each such sublease, assignment, release or other disposition a commission computed in accordance with financial statements such Designated Agent's standard rates and rules then in effect for the proposed transferee locality in which the Building is located.
4.02 If Tenant desires to assign this Lease or to sublet all or any portion of the Premises, it shall first submit in writing to Landlord the documents described in Section 4.06 hereof, and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent offer in writing ("Tenant's Recapture Offer"), (i) with respect to a proposed transfer prospective assignment, to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in assign this Lease to Landlord without any payment of moneys or other consideration therefor, or, (ii) with respect to a prospective subletting, to sublet to Landlord the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent portion of the Landlord need not be obtained if Premises involved ("Leaseback Area" for the assignment term specified by Tenant in its proposed sublease or, at Landlord's option for the balance of the term of the Lease is less one (1) day, and at the lower of (a) Tenant's proposed subrental or (b) the rate of Fixed Annual Rent and Additional Rent, and otherwise on the same terms, covenants and conditions (including provisions relating to a: escalation rents), as are contained herein and as are allocable and applicable to the portion of the Premises to be covered by such subletting. Tenant's Recapture Offer shall specify the date when the Leaseback Area will be made available to Landlord, which date shall be in no event earlier than ninety (i90) parent, subsidiary or affiliate days nor later than one hundred eighty (180) days following the acceptance of Tenant; 's Recapture Offer (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires the "Recapture Date"). If an offer of sublease is made, and if the proposed sublease will result in all or substantially all of the shares Premises being sublet, then Landlord shall have the option to extend the term of stock its proposed sublease for the balance of the term of this Lease less one (1) day. Landlord shall have a period of ninety (90) days from the receipt of such Tenant's Recapture Offer to either accept or assets of reject Tenant; ' s Recapture Offer or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); providedterminate this Lease.
4.03 If Landlord exercises its option to terminate this Lease, however, that then (i) the term of this Lease shall end at the election of Landlord either (x) on the date that such Related Entity does not use assignment or sublet was to become effective or commence, as the Premises for any other use than case may be, or (y) on the use permitted by this Lease, Recapture Date and (ii) with respect Tenant shall surrender to Landlord and vacate the Premises on or before such date in the same condition as is otherwise required upon the expiration of this Lease by its terms, (iii) the Rent and Additional Rent due hereunder shall be paid and apportioned to such date, and (iv) Landlord shall be free to lease the Premises (or any portion thereof) to any individual or entity including, without limitation, Tenant's proposed assignee or subtenant.
4.04 If Landlord shall accept Tenant's Recapture Offer (i) Tenant shall then execute and deliver to Landlord, or to anyone designated or named by Landlord, an assignment or sublease, as the case may be, in either case in a form reasonably satisfactory to a Related Entity described in subsections Landlord's counsel; and (ii) Tenant, on demand, shall pay to Landlord or its managing agent (as Landlord shall elect) an amount equal to the brokerage commissions which would have been incurred by Tenant but for Landlord's accepting Tenant's Recapture Offer. If a sublease is so made it shall expressly:
(i) permit Landlord to make further subleases of all or any part of the Leaseback Area and (at no cost or expense to Tenant) to make and authorize any and all changes, alterations, installations and improvements in such space as necessary;
(ii) provide that Tenant will at all times permit reasonably appropriate means of ingress to and egress from the Leaseback Area;
(iii)) negate any intention that the estate created under such sublease be merged with any other estate held by either of the parties;
(iv) provide that Landlord shall accept the Leaseback Area "as is" except that Landlord, at Tenant's expense, shall perform all such Related Entity has a tangible net worth equal work and make all such alterations as may be required physically to or greater than $10,000,000.00. Landlord agrees separate the Leaseback Area from the remainder of the Premises and to permit lawful occupancy, it being intended that Tenant shall have no other cost or expense in connection with the rightsubletting of the Leaseback Area;
(v) provide that at the expiration of the term of such sublease Tenant will accept the Leaseback Area in its then existing condition, without subject to the obligations of Landlord to make such repairs thereto as may be necessary to preserve the Leaseback Area in good order and condition, ordinary wear and tear excepted.
4.05 Landlord shall indemnify and save Tenant harmless from all obligations under this Lease as to the Leaseback Area during the period of time it is so sublet, except for Fixed Annual Rent and Additional Rent, if any, due under the within Lease, which are in excess of the rents and additional sums due under such sublease. Subject to the foregoing, performance by Landlord’s consent, or its designee, under a sublease of the Leaseback Area shall be deemed performance by Tenant of any similar obligation under this Lease and any default under any such sublease shall not give rise to a default under a similar obligation contained in this Lease, nor shall Tenant be liable for any default under this Lease or deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of the tenant under such sublease or license a portion is occasioned by or arises from any act or omission of the Premises any occupant holding under or pursuant to any such sublease.
4.06 If Tenant requests Landlord's consent to a Related Entity described specific assignment or subletting, it shall submit in subsection writing to Landlord (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date name and address of the proposed transferassignee or sublessee, along with all applicable documentation (ii) a duly executed counterpart of the proposed agreement of assignment or sublease, (iii) reasonably satisfactory information as to the nature and character of the business of the proposed assignee or sublessee and as to the nature of its proposed use of the space, and (iv) banking, financial or other credit information necessary for relating to the proposed assignee or sublessee reasonably sufficient to enable Landlord to determine that the requirements financial responsibility and character of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant assignee or a Related Entitysublessee.
Appears in 1 contract
Assignment/Subletting. Except as provided herein, a. Tenant shall not assign this Lease, or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease sublet the Premises Premises, or any part thereof thereof, without the Landlord’s prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent Prior to such assignment any sublease or subleaseassignment, Tenant shall provide first notify Landlord with financial statements for in writing of its election to sublease all or a portion of the proposed transferee and Premises or to assign this Lease or any interest thereunder. At any time within FIFTEEN (15) days after service of said notice, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. A failure by Landlord to respond within such other information as Landlord may reasonably requestFIFTEEN (15) day period shall be deemed to be a consent. Tenant shall not be entitled released from liability for the Tenant’s Lease obligations upon any assignment or subletting, unless ▇▇▇▇▇▇▇▇ expressly agrees to receive monetary damages based such release in writing at the time of such assignment or subletting.
b. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any commercially reasonable basis for such provision through specific performance or declaratory judgmentdenial. Tenant and Landlord shall reimburse Landlord for its actual reasonable costs and expenses incurred equally share in any net profits paid in connection with such a sublease or assignment in excess of ▇▇▇▇▇▇’s Rent obligations hereunder.
c. Notwithstanding the foregoing, no consent of Landlord is required for Tenant to assign or sublease request. Notwithstanding anything in otherwise transfer (by operation of law or otherwise) this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent or any of the Landlord need not be obtained if the assignment of the Lease is to aits rights hereunder to: (ia) parentany person, subsidiary corporation, partnership or affiliate of Tenant; (ii) company with other entity which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock business or assets of Tenant or stock in Tenant; (b) any person, corporation, partnership or other entity which controls, is controlled by or is under common control with Tenant; (c) any successor corporation or other entity resulting from a merger, consolidation or reorganization (other than in bankruptcy context) of Tenant; or (ivd) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to licensees or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Leasefranchisees. Tenant shall give Landlord written notice at least ten of such assignment or sublease to a permitted transferee within thirty (1030) days prior of its completion.
d. No such assignment or other transfer, in whole or in part, of any Tenant’s rights or obligations under this Lease shall be or operate as a release of Tenant hereunder and Tenant shall remain responsible for performing Tenant’s obligations hereunder should Tenant’s assignee or transferee fail to perform any such obligations, unless specifically provided otherwise by Landlord in writing. Any such assignee or sublessee shall (1) be permitted to use the Premises for any lawful use in compliance with applicable Laws, to the effective date of extent such use does not conflict with any prohibited uses or other tenant exclusives then in effect at the proposed transferProject, along with all applicable documentation and other information necessary for Landlord (2) be permitted to determine that the requirements of exercise Tenant’s renewal options under this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityLease.
Appears in 1 contract
Sources: Lease Agreement (Kamada LTD)
Assignment/Subletting. Except as provided herein, (a) Tenant shall not assign assign, hypothecate, ---------------------- mortgage, encumber, or in any manner transfer convey this Lease or any estate interest under it; allow any transfer thereof or any lien upon Tenant's interest hereunder and shall not sublease by operation of law or otherwise; sublet the Premises whole or any part thereof of the demised premises by anyone other than Tenant and its employees. If Tenant is a corporation, any dissolution, merger, consolidation or reorganization of Tenant or the sale or transfer of a controlling percentage of the capital stock of Tenant, whether by a single transaction or event or by cumulative transactions or events shall be deemed an assignment of this Lease, and shall be subject to the restrictions set forth above, If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law, of any partner or partners owning 51% or more of the partnership interest, whether by a single transaction or event or by cumulative transactions or events, or the dissolution of the partnership shall be deemed an assignment of the Lease and shall be subject to the restrictions set forth above. SEE RIDER SECTION 40.
(b) Tenant shall not sublet the whole or any part of the premises without the Landlord's prior written consent consent. In the event Tenant intends to sublease all or any portion of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or subleasethe premises, Tenant shall provide take the following actions:
(i) Tenant shall first notify Landlord in writing of its intention to sublet prior to any advertising of same, hiring of brokers or contacting of potential subtenants, such notice shall identify the space proposed to be sublet, which space must be a legally leasable unit in compliance with financial statements for all applicable ordinances and codes, and shall state the date on which Tenant requests that the sublet commence, which date shall be no less than one hundred eighty (180) days from the date of Tenant's notice.
(ii) Landlord shall have thirty (30) days following the receipt of such notice to notify Tenant whether it elects to recapture the space Tenant has proposed transferee and to sublet. Landlord's failure to send such other information as notice within such thirty (30) day period shall be deemed to mean Landlord has not elected to recapture the space.
(iii) In the event the Landlord elects to recapture the space, it shall notify Tenant of its intent by service of a written notice of cancellation terminating that portion of the Lease covering the space Landlord has chosen to recapture, which may reasonably requestinclude all or any lesser portion of the space Tenant has proposed to sublet. In such event Landlord agrees that the space not recaptured by Landlord shall be a legally leasable unit. Tenant shall not pay all costs of any construction necessary to accomplish the division of the space. The termination of the Lease as to the recaptured space shall be entitled effective on the date specified by the Tenant in its notice pursuant to receive monetary damages based upon a claim Subsection 17 (i) and (ii).
(iv) In the event that Landlord unreasonably withheld its consent elects to a recapture any proposed transfer to a third party sublet space under these provisions, the Base Rent, Rentable Area of the Premises and Tenant’s sole remedy Measurable Area of the Premises as provided in Section 1 above shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs adjusted as of the termination date designated in the cancellation notice, and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease as so amended shall continue thereafter in full force and effect.
(v) In the event that the Landlord elects not to recapture part or all of the contraryproposed sublet space, Landlord shall so long notify Tenant as set forth in (ii) above. Provided Tenant is not in default under the Lease and has fully complied with the terms of this Section 17, Tenant may then proceed to contact potential subtenants and shall have the option to sublet the non-recaptured space in accordance with the following provisions:
(A) Tenant shall bear all costs and expenses associated with the subletting including, without limitation, any and all costs and expenses incurred by Landlord (if any).
(B) Upon locating a suitable potential subtenant, Tenant shall notify Landlord in writing. Such notice shall state the name and address of the proposed subtenant and shall include a true and complete copy of the proposed sublease. Tenant shall also deliver to Landlord copies of all financial statements, credit reports and other such information in its possessions relating to the prospective subtenant. At Landlord's request, Tenant shall promptly secure and deliver any additional information Landlord deems necessary in order to evaluate the potential subtenant.
(C) Landlord shall have fifteen (15) days from the date of its receipt of the last information provided by Tenant on the proposed subtenant, during which to evaluate such subtenant and decide whether to consent to the sublease. Landlord shall notify Tenant of its decision in writing, and, in the event that Landlord does not consent to the sublease, its notice thereof to Tenant shall include an explanation of its reasons for denying consent. In the event that Landlord consents to the sublease, Tenant may execute the sublease and collect all rents due thereunder subject to the provisions of subparagraph (D) below and subject to the subtenant's agreement to comply with all the terms of this Lease beyond applicable notice as they apply to the sublet space.
(D) Following the execution of any sublease to which Landlord has consented and cure periodsthroughout the term thereof, the consent Tenant shall pay Landlord sixty percent (60%) of all amounts received by Tenant in connection with subletting in excess of the rent for the sublet space Tenant is obligated to pay Landlord need not hereunder.
(E) The use for which the premises or any part thereof may be obtained if sublet shall be only for lawful office use which is in keeping with the assignment general character of the Building and Complex, which is not extra-hazardous on account of fire and which does not conflict with exclusive rights granted to any other tenant.
(F) The granting consent by Landlord to Tenant for subletting of the premises or any part thereof shall not release Tenant from direct and primary liability under this Lease is to a: (i) parent, subsidiary or affiliate for the performance of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares covenants, duties and obligations of stock Tenant hereunder, and Landlord shall retain its rights to enforce the provisions Of this Lease against Tenant or assets of Tenant; any subtenant without demand upon or (iv) proceeding in any way against any other person. consent to a particular sublease shall not be denied a consent to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitysubsequent transaction.
Appears in 1 contract
Assignment/Subletting. Except Paragraph 9 of the Lease is hereby amended as provided hereinfollows:
(a) Tenant may assign its entire interest under the Lease to its Affiliate (defined below) or to a successor to Tenant by purchase, Tenant shall not assign merger, consolidation or in any manner transfer this Lease reorganization without the consent of Landlord or any estate or interest hereunder and shall not sublease a portion of the Premises or any part thereof to an Affiliate without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part provided that all of Tenant’s request for, and as a condition to, the following conditions are satisfied in Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for reasonable discretion (a “Permitted Transfer”): (1) no uncured event of default exists under the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce Lease (following the expiration of any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, period provided in the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of TenantLease); (ii2) company with which Tenant may merge Tenant’s successor (in the case of a purchase, merger, consolidation or consolidate; (iiireorganization) corporation that acquires shall own all or substantially all of the shares of stock or assets of Tenant; (3) such successor (in the case of a purchase, merger, consolidation or (ivreorganization) to any corporation shall have a net worth which is at least equal to the successor corporation in greater of Tenant’s net worth at the event date of a corporate reorganization (a “Related Entity”)this Ninth Modification or Tenant’s net worth as of the day prior to the proposed purchase, merger, consolidation or reorganization; provided, provided however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant requirement shall have the right, without Landlord’s consent, to sublease or license not be required of any Affiliate subleasing a portion of the Premises; (4) no portion of the Office Building or Premises would likely become subject to additional or different Laws as a Related Entity described in subsection consequence of the proposed Transfer; (i5) above, provided that such Related Entity does not Affiliate’s or successor’s use of the Premises for shall not conflict with the Permitted Use or any exclusive usage rights granted to any other use than tenant in the use permitted by this Lease. Office Building; (6) neither the Transfer nor any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; and (7) Tenant shall give Landlord written notice at least ten (10) 10 days prior to the effective date of the proposed transferTransfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 Paragraph 9 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate Affiliate of Tenant. The term “Affiliate” means any person or entity controlling, controlled by or under common control with Tenant or Landlord, as applicable. If requested by Landlord, the Affiliate or successor shall sign a Related Entitycommercially reasonable form of assumption agreement. The transferee in any Permitted Transfer is referred to herein as a “Permitted Transferee”.
Appears in 1 contract
Assignment/Subletting. Except as provided herein, Section 14.1. The Tenant shall not assign not, without the Landlord's prior written consent in each instance, which consent may be withheld for any or in any manner no reason, (a) assign, convey, mortgage, pledge, encumber or otherwise transfer (whether voluntarily or otherwise) this Lease or any estate interest under it (b) allow any transfer thereof or any lien upon the Tenant's interest hereunder and shall not sublease by operation of law; (c) sublet the Premises or any part thereof, or (d) permit the use or occupancy of the Premises or any part thereof without by any one other than the prior written consent of Tenant.
Section 14.2. ▇▇▇▇▇▇ agrees to pay to Landlord, which on demand, reasonable fees (including attorneys' fees) incurred by Landlord in connection with any request by Tenant for Landlord to consent to any assignment or subletting by ▇▇▇▇▇▇.
Section 14.3. If this Lease is assigned or if the Premises or any part thereof is sublet or occupied by anybody other than Tenant, Landlord may (but shall not be unreasonably withheldobligated so to do), conditionedafter default by Tenant, collect rent from such assignee, subtenant or occupant, and apply the net amount collected to the Rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of Tenant's covenants contained in this Lease or the acceptance of the assignee, subtenant or occupant as Tenant, or delayed. As a release of Tenant from further performance by Tenant of covenants on the part of Tenant’s request forTenant herein contained.
Section 14.4. Notwithstanding anything contained herein to the contrary, and as a condition to, Landlord’s consent in the event that at any time during the Term of this Lease Tenant desires to such assignment sublet all or subleaseany part of the Premises, Tenant shall provide notify the Landlord with financial statements in writing (hereinafter referred to as "Sublet Notice") of the terms of the proposed subletting and the area so proposed to be sublet and shall give the Landlord the option to sublet from Tenant such space (hereinafter referred to as "Sublet Space") at the same Basic Rent and additional rent as Tenant is required to pay the Landlord under this Lease for the proposed transferee same space or, at Landlord's option, to terminate the Lease with respect to the Sublet Space. If the Sublet Space does not constitute the entire Premises and Landlord exercises its option to terminate this Lease with respect to the Sublet Space, then as to that portion of the Premises which is not part of the Sublet Space, this Lease shall remain in full force and effect except that the Rent shall be reduced by a fraction, the numerator of which shall be the rentable square feet of the sublet space and the denominator of which shall be the rentable square feet of the Premises. The option to sublet, or to terminate this Lease, shall be execisable by Landlord in writing within a period of thirty (30) days after receipt of the Sublet Notice.
Section 14.5. In the event Landlord exercises its option to sublease the Sublet Space, the term of the subletting from the Tenant to the Landlord for the Sublet Space shall be the term set forth in the Sublet Notice and shall be on such other information terms and conditions as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything are contained in this Lease to the contrary, so long as extent applicable.
Section 14.6. In the event Landlord does not exercise either of its options specified above and Tenant is not in default under this Lease beyond applicable notice and cure periodswith Landlord's prior written consent completes a sublease with a third party, the consent of the Landlord need not subtenant shall be obtained if the assignment of the Lease is subject to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company and comply with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, section and this Lease to the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityextent applicable thereto.
Appears in 1 contract
Sources: Lease Agreement (Expresspoint Technology Systems Inc)
Assignment/Subletting. Except as provided herein, Tenant 9.1. This Agreement and each license granted herein is personal to Licensee and for Licensee’s use only. Licensee shall not assign lease, sub-license, share with, convey or in resell to others any manner transfer this Lease such space or any estate rights granted hereunder. Subject to Section 14.3 below, the related rights and privileges may not be assigned or interest hereunder and shall not sublease the Premises or any part thereof otherwise transferred without the prior express written consent of LandlordCity and/or CSU, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. As part Any Agreement which is assigned or otherwise transferred pursuant to this Section shall be equally subject to all the obligations and privileges of Tenant’s request forthis Agreement, and including any amendments, which will remain in effect, as a condition toif the assigned Agreement was the original Agreement. After assignment, Landlord’s consent this Agreement, including any amendments, shall be binding on the assignee to such the full extent that was binding upon Licensee.
9.2. Any non-permitted transfer or assignment or sublease, Tenant shall provide Landlord with financial statements for of the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled right to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent attach Equipment to a proposed transfer to a third party and Tenant’s sole remedy Licensor-owned pole shall be an action void and not merely voidable. Licensor may, in its sole discretion and in addition to enforce all other lawful remedies available to Licensor under this Agreement, collect any fees owed from Licensee without prejudicing any other right or remedy of Licensor under this Agreement. No cure or grace periods shall apply to transfers or assignment prohibited by this Agreement or to the enforcement of any provisions of this Agreement against a transferee or assignee who did not receive Licensor’s consent. Licensee and any attempted transferee shall be jointly and severally liable for all obligations of Licensee in this Agreement until such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease requestattempted transfer is fully unwound to the satisfaction of Licensor.
9.3. Notwithstanding anything to the contrary in this Lease Section 14, this Agreement in its entirety, together with all Supplemental Site Licenses and/or Permits (that are otherwise transferable by Law) issued by Licensor may be sold, assigned or transferred by Licensee, to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary any entity in which Licensee holds a controlling or affiliate of Tenantsimilar interest; (ii) company with any entity which Tenant may merge holds a controlling equity or consolidatesimilar interest in Licensee; (iii) corporation any entity under common control with Licensee; (iv) any other entity that has a valid master license agreement with the City for the operation of Small Cell Facilities and is in full compliance with all obligations to the Licensor; (v) any entity which acquires all or substantially all of the shares of stock or Licensee’s assets of Tenant; or (iv) to any corporation which is the successor corporation in the event market defined by the FCC in which the Municipal Facility is located by reason of a corporate reorganization merger, acquisition or other business reorganization, provided in each case that such acquiring entity has debt to equity and profitability ratios consistent with mature companies in business for five or more years in the same or similar business and agrees to comply with federal, state, and local laws, and Licensee and the new entity represent to Licensor that the new entity has not had a decision entered against the new entity for a violation of a local permit. Licensee shall provide written notice to Licensor within thirty (a “Related Entity”); provided, however, that (i30) such Related Entity does not use the Premises for days after any other use than the use transfer permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntitySection.
Appears in 1 contract
Sources: Licensing Agreement
Assignment/Subletting. Except as provided herein, Tenant This Lease shall not assign or in any manner transfer this Lease or any estate or interest hereunder and be assigned, nor shall not sublease the Premises Premises, or any part thereof thereof, be sublet by Tenant without the prior written consent of Landlord, which and any assignment or subletting shall not relieve Tenant from performing any of its obligations hereunder. Provided that the use of the Premises will not be unreasonably withheld, conditioned, changed in any material way and the creditworthiness of the assignee or delayed. As part subtenant is substantially comparable to that of the initial Tenant’s request for, and as a condition to, Landlord’s consent will not be unreasonably withheld or delayed. Any assignment or subletting by Tenant in violation of the terms and covenants of this Section 10 shall be null and void. In the event Tenant desires to make an assignment of this Lease or sublease the Premises, Tenant shall give written notice thereof to Landlord at least thirty (30) days prior to the proposed effective date, which notice shall set forth the name and address of the proposed subtenant, assignee, transferee or other relevant person or entity (a “Transferee”) and include copies of financial reports and other relevant financial information of the proposed Transferee. Such notice shall also include a true and complete copy of the assignment, sublease or other documents and sufficient other information to permit Landlord to determine the financial responsibility of the proposed Transferee.
A. Consent by Landlord to any assignment or sublease shall not operate to relieve Tenant (or any guarantor of Tenant’s obligations under the Lease or any Transferee) from any covenant or obligation hereunder or under any guaranty of this Lease or relieve Tenant and any Transferee from obtaining Landlord’s consent to any subsequent assignment or sublease. Tenant shall pay all of Landlord’s reasonable costs, charges and expenses, including attorneys’ fees, incurred in connection with any request by Tenant.
B. No assignment or sublease shall be made unless any guarantor of the Tenant’s obligations or any party responsible for Tenant’s obligations shall give its written consent to Landlord to such assignment or sublease and confirm that its obligations shall not be affected thereby, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee then, at Landlord’s option all prior Transferees, and all such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy obligated parties, shall be an action required to enforce any confirm in writing their approval of such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs modification, and expenses incurred to confirm in connection with such writing that their obligations continue as to the Lease as so modified.
C. Any assignment of this Lease or sublease request. Notwithstanding anything in this Lease to of the contrary, so long as Tenant Premises which is not in default under this Lease beyond applicable notice and cure periods, compliance with the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements provisions of this Section 13 have been satisfied, including if applicable, the qualification 10 shall be null and void and of such proposed transferee as an affiliate of Tenant or a Related Entityno force and effect.
Appears in 1 contract
Sources: Lease Agreement (Icop Digital, Inc)
Assignment/Subletting. Except as expressly provided herein, Tenant shall not assign or in any manner transfer this Lease or sublet any estate or interest hereunder and shall not sublease portion of the Premises or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent Tenant agrees to such assignment or sublease, Tenant shall provide Landlord with financial statements for all information on the proposed transferee subtenant or assignee requested by Landlord and such other information as the terms upon which the intended subtenancy or assignment is proposed. If Tenant wishes to sublet or assign the Lease and the remaining balance of the term is less than *CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. two years, then Landlord may reasonably request. terminate the Lease and recapture the space by giving written notice to Tenant shall not be entitled within 30 days of Tenant's request to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent sublet or assign, except for assignments related to a proposed transfer merger or acquisition, or a sublease to a third party and Tenant’s sole remedy related entity. Any assignment or subletting without Landlord's written consent shall be an action to enforce void, and Landlord may, at its option, terminate this Lease on such account. If; with Landlord's consent, Tenant assigns any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything interest in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent or sublets all or any portion of the Landlord need not be obtained if the assignment Premises, any excess of the Lease is to a: (i) parent, subsidiary amounts received by Tenant for such assigned or affiliate of Tenant; (ii) company with which sublet space over the amounts payable by Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) hereunder with respect to an assignment to a Related Entity described in subsections (ii) such space shall be shared equally by Tenant and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.
Appears in 1 contract
Assignment/Subletting. Except as provided hereinThe Tenant may, with notice to but without requirement of Landlord’s consent, (i) assign this lease or sublet all or part of the Demised Premises to a subsidiary or commonly owned corporation or company including a company which is the successor of a merger with Tenant or which acquires all or substantially all of Tenant’s assets (“Permitted Assignee”) and (ii) sublease not more than 10,000 square feet of the Demised Premises to a person or entity who or which is not a Permitted Assignee (“Permitted Subtenant”). Tenant shall not otherwise assign this lease or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease sublet the Demised Premises or any part portion thereof without the prior written consent of Landlord, Landlord which consent shall not be unreasonably withheld, conditioned, or delayed, and any such assignment or sublet shall be void and of no force or effect with regard to the Landlord. As If Tenant desires to sublet all or part of the Demised Premises, or assign this lease and the proposed subtenant or assignee is not a Permitted Assignee or Permitted Subtenant, and obtains any bona fide third-party offers therefore, it shall immediately notify Landlord in writing of said offers, and upon receipt of the same, Landlord may do any of the following:
(a) Withhold its consent;
(b) If the third-party offer is for an assignment of this lease or a sublease of the entire Demised Premises, Landlord may terminate this lease. If such offer is for a sublease of less than all of the Demised Premises, Landlord may modify this lease to exclude such area, in which event, Tenant’s obligations to make any payments hereunder, including rent, shall be reduced pro tanto. If Landlord so terminates or modifies this lease, the Demised Premises, or the part thereof excluded from this lease, shall revert to the absolute and sole control of the Landlord, without further obligation to Tenant or the third-party offeror. Landlord may, however, enter into a lease directly with said third-party offeror without liability to Tenant; or
(c) Consent to such request, in which event, Tenant shall not be released from any of its obligations hereunder. Upon any request for, and as a condition to, for Landlord’s consent to such an assignment or subleasea sublet, Tenant shall provide submit to Landlord with such request (a) a statement of the prospective assignee’s use; (b) the proposed assignee’s financial statements for the preceding three (3) years, certified by the proposed transferee assignee to be true; and (c) a check in the amount of $500 payable to Landlord for Landlord’s costs in reviewing and processing such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy Every assignment of this lease shall be an action accomplished by completing and executing the form of Assignment, Acceptance of Assignment and Consent to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease requestAssignment set forth on Exhibit C annexed hereto. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, no assignment or sublease shall act to sublease or license a portion release Tenant of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by its obligations under this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitylease.
Appears in 1 contract
Assignment/Subletting. 4.01 Except as provided expressly set forth herein, neither Tenant nor Tenant’s legal representatives or successors in interest by operation of law or otherwise, shall not assign assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior written consent of Landlord in any manner transfer each instance. If this Lease is assigned, or any estate or interest hereunder and shall not sublease if the Premises or any part thereof is underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant hereunder beyond the expiration of any applicable cure or grace period, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord’s prior written consent in each instance. A modification, amendment or extension of Landlord, which a sublease shall not be unreasonably withheld, conditioned, deemed a sublease. The listing of the name of a party or delayed. As part entity other than that of Tenant’s request for, and as a condition to, Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord’s consent to any assignment or sublease to, or occupancy of the Premises by, such party or entity. If any lien is filed against the Premises or the Building of which the same form a part for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, whether or not actually performed, the same shall be discharged within thirty (30) days thereafter, at Tenant’s expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.
4.02 If Tenant desires to assign this Lease or to sublet all or any portion of the Premises, it shall provide first submit in writing to Landlord the documents described in Section 4.06 hereof, and shall offer in writing (“Tenant’s Recapture Offer”), (i) with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent respect to a proposed transfer prospective assignment, to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance terminate or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in assign this Lease to the contraryLandlord without any payment of moneys or other consideration therefor by Landlord to Tenant, so long as Tenant is not in default under this Lease beyond applicable notice and cure periodsor, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge respect to a sublease for all or consolidate; (iii) corporation that acquires a portion of the Premises for all or substantially all of the shares balance of stock the Term (i.e., term of sublease would expire with one (1) year or assets less remaining in the Term), to terminate this Lease with respect to the portion of Tenant; the Premises covered by such sublease, or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (iiiii) with respect to an assignment a prospective subletting, to a Related Entity described sublet to Landlord the portion of the Premises involved (“Leaseback Area") for the term specified by Tenant in subsections its proposed sublease at Tenant’s proposed subrental, and otherwise on the same terms, covenants and conditions (ii) and (iiiincluding provisions relating to escalation rents), such Related Entity has a tangible net worth equal as are contained herein and as are allocable and applicable to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described be covered by such subletting. Tenant’s Recapture Offer shall specify the date when the Leaseback Area will be made available to Landlord, which date shall be in subsection no event earlier than sixty (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (1060) days prior to nor later than one hundred eighty (180) days following the effective date acceptance of Tenant’s Recapture Offer (the proposed transfer, along with all applicable documentation and other information necessary for “Recapture Date”). Landlord to determine that shall have a period of thirty (30) days from the requirements of this Section 13 have been satisfied, including if applicable, the qualification receipt of such proposed transferee Tenant’s Recapture Offer to either accept or reject Tenant’s Recapture Offer as an affiliate of Tenant or a Related Entityaforesaid.
Appears in 1 contract
Assignment/Subletting. Except (a) Notwithstanding any other provision of this Lease, except as provided hereinset forth in this Section “34”, Tenant shall not assign, mortgage, pledge or otherwise assign this Lease, in whole or in any manner transfer this Lease part, or sublet all or any estate part of the Demised Premises or interest hereunder and shall not sublease suffer or permit the Demised Premises or any part thereof to be used or occupied by others, whether voluntarily or not, without the prior written consent of LandlordLandlord in each instance. Nothing in this Lease shall be deemed to permit Tenant to collaterally assign, which collaterally sublet or hypothecate its interest in this Lease. Tenant may, from time to time, perfect fixture financing of its personal property contained in the Lease provided under no circumstances shall not any filing be unreasonably withheldindexed or recorded against the Land, conditioned, Improvements or delayedthe Demised Premises. As part of Tenant’s request for, and as a condition to, Landlord’s consent to If such assignment indexing or subleaserecording occurs, Tenant shall provide forthwith with all diligence act to have same removed from the real property index or record, and Tenant shall indemnify, defend and hold Landlord Indemnified Parties harmless on account thereof, including, but not limited to, reasonable counsel fees and disbursements.
(b) From time to time, at the request of Landlord, any permitted assignee or subtenant will furnish information reasonably requested by Landlord with financial statements regard to the beneficial and record owners of the capital stock (or equity interest, as the case may be) of such permitted assignee or subtenant. The foregoing sentence does not apply to Tenant.
(c) Any request submitted to Landlord for consent to an assignment or subletting shall be accompanied by Tenant’s agreement to pay Landlord’s reasonable attorney’s fees for reviewing the proposed transferee assignment or sublease and the cost of the credit check which sums shall constitute Additional Rent and by a check for $500 which constitutes a nonrefundable deposit toward such other information as costs. Landlord may reasonably request. shall have no obligation to consider any request to sublet or assign if Tenant shall be in default beyond any applicable notice or cure period under the terms and conditions of this Lease.
(d) Landlord shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld withhold, condition or delay its consent to a proposed transfer assignment or subletting, however, Landlord shall consider the following and any further or any other factors which Landlord deems relevant in determining whether or not to consent to any assignment or subletting:
(i) The financial ability of the proposed assignee or subtenant as may be reflected, in part, by financial statements submitted to Landlord and by a third party and Tenant’s sole remedy credit check which shall be an action conducted by Landlord against the proposed assignee or subtenant and the individual principals thereof,
(ii) The past experience of the proposed assignee or subtenant and/or the principals thereof in the operation of a business similar to enforce the business which they wish to conduct at the Demised Premises; and
(iii) Whether any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublet imposes any additional material obligations on Landlord.
(e) Provided Landlord consents to a subletting or assignment an original draft of the fully executed sublease requestor assignment shall be sent to Landlord at least ten (10) business days prior to the effective date thereof, which sublease or assignment shall contain an acknowledgment by the subtenant or assignee to the effect that it has received a copy of this Lease and agrees to comply with and perform all of the obligations of the Tenant thereunder to the extent applicable.
(f) Following a permitted assignment of this Lease, the assignee shall be deemed to be the Tenant hereunder. Notwithstanding anything However, it is understood that no assignment or sublease, whether consented to by Landlord or not shall operate to relieve Tenant of “tenant” obligations under this Lease.
(g) If this Lease be assigned, or if the Demised Premises or any part thereof be sublet or occupied by anybody other than Tenant without Landlord’s consent, Landlord may, regardless of the occurrence of a default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this Section, or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. Such occurrence shall also be deemed a Tenant Event of Default if Tenant has not cured such breach after seven (7) days notice from Landlord.
(h) The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting requiring such consent, or relieve Tenant from its primary liability to Landlord on account of this Lease.
(i) The provisions of this Section “34” concerning assignment and subletting shall apply to any assignee, subtenant or anyone holding the Demised Premises through the Tenant and must be complied with for each and every assignment and/or subletting of all or any portion of the Demised Premises.
(j) The prohibitions against assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law, merger, consolidation, reorganization, acquisition, transfer or other change of Tenant’s (or any permitted assignee’s or sublessee’s) corporate or proprietary structure, including a change in the partners of any partnership, and the sale, pledge, or other transfer of any of the issued or outstanding capital stock of any corporate tenant or permitted assignee or sublessee (unless such stock is publicly traded on a recognized security exchange or over the counter market), other than the following scenarios, in which case, assignment of this Lease or a sublet of all or any portion of the Demised Premises will be permitted, to wit: (i) an assignment of Tenant’s interest in this Lease and/or to a sublet of all or any portion of the contraryDemised Premises to an Affiliate of Tenant; (ii) a sale of the entire or substantially the entire business of Tenant or its Affiliate conducted at the Demised Premises or a sale of all or substantially all of Tenant’s or its Affiliate’s assets; or (iii) in conjunction with any merger, acquisition or consolidation involving Tenant or its Affiliate (so long as Tenant’s or its Affiliate’s stock is publicly traded on a recognized security exchange or over the counter market); provided, however, in subsections “(i)-(iii)”, above, (x) Tenant is not in default under the terms of this Lease beyond any applicable notice grace or cure period, (y) promptly after the effective date of any such assignment or sublet, a fully executed and cure periodsacknowledged assignment or sublet agreement, in proper form, is delivered to Landlord, which assignment shall contain an assumption agreement by assignee in favor of Landlord for the consent terms and provisions of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (iiz) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises remain liable for any other use than the use permitted by all “Tenant” obligations under this Lease. Tenant For purposes hereof, “Affiliate” shall give Landlord written notice at least ten (10) days prior to mean a corporation which is controlling, controlled by, or under common control with Tenant. As used herein, “control” shall mean the effective date possession, direct or indirect, of the proposed transferpower to direct or cause the direction of the management and policies of an entity, along with all applicable documentation and other information necessary for Landlord to determine that whether through the requirements ownership of this Section 13 have been satisfiedvoting securities or rights, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant by contract or a Related Entityotherwise.
Appears in 1 contract
Sources: Lease Agreement (Icon PLC /Adr/)
Assignment/Subletting. Except (a) Lessor shall have the right to sell or convey all, but not less than all, of the Property or to assign its right, title and interest as Lessor under this Lease in whole, but not in part. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.
(b) Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee a and upon the particular purposes for which Lessee a intend to use the Property in entering into this Lease. Without the prior written consent of Lessor which will not be unreasonably withheld and except as provided hereinbelow: (i) except as provided in Section 23, Tenant Lessee shall not assign assign, transfer or in any manner transfer convey this Lease or any estate interest therein, whether by operation of law or interest hereunder otherwise; and (ii) Lessee shall not sublease sublet or license the Premises use of all or any part thereof of the Property provided, however, in the event of a foreclosure of any leasehold mortgage, a substitute Lessee may be designated by Lessee's institutional Lender without the consent of Lessor or any Substitute Lessor. Nothing contained herein shall limit any assignment, pledge or transfer of any stock ownership interest in Leasee, and nothing shall limit the transferability of interests in the Lessee.
(c) Notwithstanding the foregoing, Lessee shall have the right to sublease the Property, without the prior written consent of LandlordLessor or Lender, which if the following conditions are satisfied:
(i) no Event of Default shall not have occurred and be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default continuing under this Lease beyond applicable notice as of the effective date of such sublease;
(ii) any such sublease shall be subordinate to this Lease and cure periodsthe Mortgage corresponding to the Property to which such sublease relates;
(iii) Lessee shall remain liable under this Lease notwithstanding such sublease; and
(iv) the Property subject to such subleases shall be used as a Permitted Facility and shall otherwise be operated and maintained in accordance with the terms and conditions of this Lease. Lessee shall not have the right to sublease the Property if the square footage of the portion of the Property to be subleased event exceeds 20% of the total square footage of the Property, unless the consent of the Landlord need not be obtained if the assignment of the Lease Lender is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityobtained.
Appears in 1 contract
Sources: Lease (Mercury Air Group Inc)
Assignment/Subletting. Except as provided hereinLessee may, Tenant shall not without obtaining the prior written consent of Lessor (but upon at least fifteen (15) business days' prior written notice ("Transferee Notice") to Lessor), assign or in any manner transfer this Lease or any estate interest hereunder, or interest hereunder and shall not sublease sublet the Premises or any part thereof, or otherwise permit the Premises or any portion thereof to be used by any party other than Lessee (any such assignment, sublease, or other permitted use being a "Transfer"), only so long as (i) Lessee shall remain fully liable under the terms and conditions of this Lease, (ii) such assignee, sublessee, or other permitted user (any of the foregoing being a "Transferee") and its business are consistent with the quality and design of the Building and the Project; (iii) the Transferee's use of the Premises is permitted under Paragraph 8 of this Lease, (iv) the Transferee is a party of reasonable financial net worth and/or financial ability in light of the responsibilities involved under the Lease, as evidenced by financial statements delivered to Lessor simultaneously with the Transferee Notice, (v) the Transfer to Transferee will not cause the Lessor to be in violation of another lease agreement or other obligation to which Lessor is a party and will not give any occupant of the Project a right to cancel or materially modify its lease or sublease, and (vi) at the time of any such Transfer, Lessee is not in nonmonetary default under this Lease (beyond all applicable cure periods) and is not in monetary default under this Lease (without regard to whether any applicable grace or cure periods have expired); provided, however, that any Transfer which satisfies foregoing clauses (i) through (vi), inclusive, of this Special Stipulation X, shall also require the prior written consent of Landlord, Lessor (which consent shall not be unreasonably withheld, delayed or conditioned) at any time when the financial net worth of Lessee is less than Fifty Million and No/100 Dollars ($50,000,000.00). Except as specifically set forth below, or delayed. As part all other Transfers shall require the prior written consent of Tenant’s request for, and as a condition to, Landlord’s EXHIBIT "E" - SPECIAL STIPULATIONS Lessor (which consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled unreasonably withheld, delayed or conditioned); and Lessee shall remain fully liable under the terms and conditions of this Lease, notwithstanding such consent, if any, given by Lessor. If Lessor's consent is required for a Transfer, then Lessor shall have the right to receive monetary damages based upon require Lessee to pay to Lessor a claim that Landlord unreasonably withheld its consent sum equal to a proposed transfer to a third party Lessor's reasonable and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable attorneys fees and costs and expenses incurred in connection with the negotiation, review, and processing of such assignment or sublease requestTransfer. All such sums owed to Lessor shall be paid to Lessor as a condition precedent to the effectiveness of any such consent. Notwithstanding anything in any other provision of this Lease to the contrary, so long as Tenant is not in default under but subject to the last sentence of this Paragraph X, Lessee shall have the right, without prior consent of Lessor, to assign this Lease beyond applicable notice and cure periods, the consent or to sublet all or any portion of the Landlord need not be obtained if the assignment of the Lease is Premises to a: (i) parentany entity controlled by or under common control with Lessee, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation any entity that acquires all or substantially all of the shares of stock or assets of Tenant; Lessee, any entity into which Lessee is merged or any entity resulting from a consolidation of Lessee with some other entity (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”"Affiliated Company"); provided, however, that (iA) no such Related Entity does not use the Premises for assignment or sublease shall release Lessee from any other use than the use permitted by obligation or liability of Lessee under this Lease, and Lessee shall remain fully liable under the terms and conditions of this Lease, (iiB) such assignee or sublessee shall also be fully liable under this Lease to the extent of such assignment or sublease, and (C) Lessor is given written notice by Lessee within thirty (30) days thereof and is provided with reasonably requested documentation by Lessee. Notwithstanding any other provision of this Lease to the contrary, a Transferee shall not, without the prior written consent of Lessor, assign, sub-sublease, or otherwise transfer any of such Transferee's rights or interest with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for or any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityportion thereof.
Appears in 1 contract
Assignment/Subletting. Except as provided herein16.1. This Agreement and each Supplement granted herein is personal to Licensee and for Licensee’s use only. The Parties agree and acknowledge that, Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding notwithstanding anything in this Lease Agreement to the contrary, so long certain Equipment deployed by Licensee in the ROWs pursuant to this Agreement may be owned and/or operated by Licensee’s third-party wireless carrier customers and installed and maintained by Licensee pursuant to license agreements between Licensee and such carriers. Such Equipment shall be treated as Tenant is not in default Licensee’s Equipment for all purposes under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: Agreement provided that (i) parent, subsidiary or affiliate of TenantLicensee remains responsible and liable for all performance obligations under the Agreement with respect to such Equipment; (ii) company with which Tenant may merge or consolidateLicensor’s sole point of contact regarding such Equipment shall be Licensee; and (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant Licensee shall have the rightright to remove and relocate the Equipment. Except as provided in this Agreement, Licensee shall not lease, sublicense, share with, convey, or resell to others any such space or rights granted hereunder. Violation of this subsection will be grounds for termination under Section 18.
16.2. Subject to Section 16.5, this Agreement and the related rights and privileges may not be assigned or otherwise transferred without Landlordthe express written consent of Licensor. Any Agreement or Supplement that is assigned or otherwise transferred pursuant to Section 16 shall be equally subject to all the obligations and privileges of this Agreement and the Supplement, including any amendments of any document, which will remain in effect, as if the assigned Agreement/Supplement was the original Agreement/Supplement. Violation of this subsection will be grounds for termination of the Agreement/Supplement under Section 18.
16.3. After assignment, this Agreement and any Supplements, including any amendments of any document, shall be binding on the assignee to the full extent that was binding upon Licensee.
16.4. Any non-permitted transfer or assignment of the right to attach Equipment to a Licensor-owned pole shall be void and not merely voidable. Licensor may, in its sole discretion and in addition to all other lawful remedies available to Licensor under this Agreement, collect any fees owed from Licensee all without prejudicing any other right or remedy of Licensor under this Agreement. No cure or grace periods shall apply to transfers or assignment prohibited by this Agreement or to the enforcement of any provisions of this Agreement against a transferee or assignee who did not receive Licensor’s consent.
16.5. Notwithstanding anything to the contrary in Section 16, Licensee shall have the right to sublease assign this Agreement or license sublicense the licensed facilities to any parent, subsidiary, or affiliate entity or to any entity acquiring all or a substantial portion of the Premises to a Related Entity described in subsection (i) aboveassets of Licensee without the consent or approval of Licensor. No change of stock ownership, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant partnership interest or control of Licensee or transfer upon partnership or corporate dissolution of Licensee shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as constitute an affiliate of Tenant or a Related Entityassignment hereunder.
Appears in 1 contract
Sources: Master License Agreement
Assignment/Subletting. Except as provided herein, Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder The identity and shall not sublease financial position of the Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent a material consideration of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by entering into this Lease. Tenant shall give Landlord not, directly or indirectly, assign or sublet under this Lease or any part thereof, nor permit all or any part of the Premises to be used or occupied by another, without first obtaining the written notice at least ten (10) days prior consent of Landlord. Any assignment or subletting made without such Landlord’s consent, shall be voidable by Landlord. Any consent by Landlord, unless specifically stated therein, shall not relieve Tenant from its obligations under this Lease. To be effective, any assignment or sublease must be in writing and signed by the Landlord, Tenant and assignee/subtenant, and shall set forth the entire consideration being given and received. The acceptance of Rent from any other person shall neither be deemed to be a waiver of any of the provisions of this Lease nor be deemed to be a consent to the effective date assignment of this Lease or subletting of the proposed transferPremises. If Landlord shall consent to any assignment or subletting, along with the assignee/subtenant shall assume all applicable documentation obligations of Tenant hereunder and other information necessary for neither Tenant nor any assignee/subtenant shall be relieved of any liability hereunder in the performance of any of the terms, covenants and conditions hereof. In the event Tenant shall request the consent of Landlord to determine any assignment or subletting of this Lease, Tenant shall pay, as Additional Rent, all of Landlord’s administrative costs, overhead, reasonable attorneys’ fees and processing costs incurred by Landlord in connection therewith regardless of whether or not Landlord consents to any such assignment or subletting. Tenant hereby acknowledges and agrees that the requirements of this Section 13 have been satisfied, including if applicable, the qualification acceptance of such fees by Landlord shall not constitute a consent by Landlord to the proposed transferee as an affiliate of Tenant assignment, transfer or a Related Entitysublease.
Appears in 1 contract
Assignment/Subletting. Except as provided herein, Tenant shall not assign assign, transfer, mortgage or in any manner transfer encumber this Lease or sublet the Leased Premises without obtaining the prior written consent of Landlord, nor shall any estate assignment or interest hereunder and shall not sublease the Premises or any part thereof transfer of this Lease be effectuated by operation of law without the prior written consent of Landlord, which consents described herein shall not be unreasonably withheld. Exception: Without prior written consent, conditionedLandlord will agree to permit the Tenant to assign its rights and obligations under this Lease to an entity purchasing Tenant, or delayed. As part of Tenantto a succeeding Tenant via a merger, provided the Tenant satisfy the following conditions: (1) No Default shall exist; (2) The Tenant is selling to an unrelated third party in a bona fide arm’s request forlength transaction; (3) Successor tenant shall have net assets greater than (>) $50,000,000.00; (4) Tenant shall have paid all costs and expenses in connection with any such assignment, and as a condition to, including Landlord’s consent reasonable attorney’s fees and expenses. In the event that Tenant desires to such assignment assign this Lease, sublet the Leased Premises, or subleasepermit occupancy or use of the Leased Premises or any part thereof by another party or parties, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and thirty (30) days advance written notice of Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such bona fide proposed assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent subletting of all or any part of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00Leased Premises. Landlord agrees that Tenant shall have the right, without Landlord’s consentat its option during said thirty (30) day period, to sublease (a) release Tenant from this Lease, (b) sublet all or license a portion any part of the Leased Premises from Tenant at the same rental Tenant is paying Landlord, with the right to further sublease or, (c) refuse to consent to Tenant’s assignment or subletting and to continue this Lease in full force and effect as to the entire Leased Premises. The consent by Landlord to any assignment, transfer, or subletting shall not be construed as a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for waiver or release of Tenant from any other use than the use permitted by covenant or obligation under this Lease. , nor shall the collection or acceptance of Rent from any such assignee, transferee, subtenant or occupant constitute a waiver or release of Tenant from any covenant or obligation contained in this Lease, nor shall give such assignment or subletting be construed to relieve Tenant from giving Landlord written notice at least ten said thirty (1030) days prior notice, nor from obtaining the consent in writing of Landlord to any further assignment or subletting (which consent may be withheld in the effective date sole and absolute discretion of Landlord). In the event that Tenant defaults hereunder, Tenant hereby assigns to Landlord any and all rent due from any subtenant of Tenant and hereby authorizes each such subtenant to pay said rent directly to Landlord. Without limiting the generality of the proposed transferforegoing, along with all applicable documentation and other information necessary for if Landlord consents to determine that the requirements of an assignment or sublease pursuant to this Section 13 have been satisfied15, including if applicableLandlord may condition its consent upon the entry by such transferee into an agreement (in form and substances satisfactory to Landlord) with Landlord, the qualification by which such transferee assumes all of such proposed transferee as an affiliate of Tenant or a Related EntityTenant’s obligations hereunder.
Appears in 1 contract
Sources: Commercial Lease Agreement (Atlantic Bancshares, Inc.)
Assignment/Subletting. Except as provided herein, Tenant shall will not assign this sublease in whole or in any manner transfer this Lease or any estate or interest hereunder part and shall will not sub-sublease the Sublease Premises in whole or any in part thereof without the prior written consent of Landlord, which shall Landlord agrees will not be unreasonably withheld. However, conditionedLandlord and Tenant acknowledge that it will be reasonable for Landlord to withhold its consent in the following instances:
(i) the sublease does not contain a reasonable security deposit provision; (ii) banking, financial, or delayedother credit information and references about the proposed assignee or subtenant sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or subtenant have not been provided to Landlord; (iii) and in Landlord's reasonable judgment, the financial worth of the proposed assignee or subtenant does not meet the credit standards applied by Landlord for other tenants under subleases for the Premises. As part Landlord's consent to an assignment or sublease will not release Tenant from the payment and performance of Tenant’s request forits obligations under this Lease, but rather Tenant and assignee or subtenant will be jointly and severally liable for such payment and performance. In the case of an assignment or subletting, 100% of any sum or economic consideration received by Tenant as a result of such subletting (after having first subtracted broker and marketing costs) will be paid to Landlord after first deducting the rental due under this lease, prorated to reflect only rental allocable to the sublet portion of the Premises, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce cost of any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses real estate commissions incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to subletting, amortized over the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent term of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.the
Appears in 1 contract
Sources: Lease Agreement (Innotrac Corp)
Assignment/Subletting. Except as provided herein, The Tenant shall not assign this Lease, or sublet the Premises, or any part thereof, without Landlord's prior written consent which consent shall not be unreasonably withheld or delayed. Prior to any sublease or assignment, Tenant shall first notify Landlord in any manner transfer writing of its election to sublease all or a portion of the Premises or to assign this Lease or any estate interest thereunder. At any time within fifteen (15) days after said notice, Landlord shall notify Tenant that it consents or interest hereunder and refuses to consent to the sublease or assignment. A failure by Landlord to respond within such fifteen (15) day period shall be deemed to be a consent. Any assignment or subletting shall not sublease the Premises or any part thereof without the prior written consent release Tenant of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default liability under this Lease beyond applicable notice and cure periodsnor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Notwithstanding the foregoing, no consent of the Landlord need not be obtained if the assignment is required for Tenant to assign, sublet or otherwise transfer (by operation of the law or otherwise) this Lease is to aor any of its rights hereunder: (ia) parentto any person, subsidiary corporation, partnership or affiliate of Tenant; (ii) company with other entity which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock business or assets of Tenant or stock in Tenant; , or (ivb) to any corporation person, corporation, partnership or other entity which controls, is controlled by or is under common control with Tenant, or (c) in connection with any merger, consolidation or reorganization of Tenant with or into another entity. In each of such events (except only where, as a result of a merger, consolidation or reorganization of Tenant, Tenant ceases to exist as a separate and distinct legal entity), Tenant shall remain liable on this Lease for the successor corporation entire Term hereof (including any extension periods), and Tenant shall in no way whatsoever be relieved of any liability for performance of any of the terms, conditions, covenants and agreements contained herein to be performed by Tenant upon such assignment, transfer or conveyance. Notwithstanding the foregoing, in the event that as a result of a corporate proposed merger, consolidation or reorganization (of Tenant, it is contemplated that Tenant shall cease to exist as a “Related Entity”); providedseparate and distinct legal entity, howeverthen in such event Tenant's successor or surviving entity shall, that as a precondition to the assignment of Tenant's rights in and to the Lease in connection with any such merger, consolidation or reorganization of Tenant, (i) such Related Entity does not use assume, in a writing reasonably acceptable to Landlord, all of the Premises for any other use than obligations of Tenant under the use permitted by terms of this Lease, and (ii) cause Net2000 Communications Group, Inc., if it shall be a surviving entity, and if not, another entity with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal not less than the net worth of said Net2000 Communications Group, Inc. to guaranty the obligations of said successor or greater than $10,000,000.00. surviving entity under the Lease; and upon the receipt by Landlord agrees that Tenant of such assumption agreement and such guaranty, the transferring tenant shall have be relieved of any further liability for the right, without Landlord’s consent, to sublease or license a portion performance of any of the Premises to a Related Entity described in subsection (i) aboveterms, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transferconditions, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.covenants and
Appears in 1 contract
Assignment/Subletting. Except as provided herein, Tenant shall not may assign or in any manner transfer this Lease or sublet all or any estate or interest hereunder and shall not sublease portion of the Premises or to any part thereof entity that is owned at least seventy-five percent (75%) by Lithia Motors, Inc. without the prior consent of, but with prior written notice to, Landlord. Tenant may so assign or sublet to any other party only with the prior consent of Landlord, which consent shall not unreasonably be unreasonably withheld, conditioned, withheld or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such delayed if the proposed assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred subletting is in connection with the sale of the business located on the Premises, subject to Section 20.18, but otherwise may be withheld in Landlord's sole and absolute discretion in all other circumstances, and provided further that: (1) such consent to any assignment or sublease request. Notwithstanding anything subletting shall not relieve Tenant from its obligations as primary obligor (and not as surety or guarantor) for the payment of all rental due hereunder, and for the full and faithful observance and performance of the covenants, terms and conditions herein contained; (2) the proposed subtenant or assignee is engaged in this Lease to a business and the contraryPremises will be used in a manner which is in keeping with the use provisions contained herein; (3) the proposed subtenant or assignee is a reputable party of reasonable financial worth in light of the responsibilities involved, so long as and Tenant shall have provided Landlord with reasonable proof thereof; (4) Tenant is not in default under hereunder at the time it makes its request; and (5) Landlord's obligation not to unreasonably withhold consent to an assignment in connection with a sale of the business is subject to Section 20.18. Any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or transfer of a controlling percentage of the corporate stock of Tenant, shall constitute and be deemed an assignment for purposes of this Lease beyond applicable notice and cure periods, section. Consent by Landlord to an assignment or subletting shall not be construed to relieve Tenant from obtaining the consent of Landlord to any further assignment or subletting, nor shall the collection of Rent by Landlord need not from any assignee, subtenant or other occupant be obtained if the assignment deemed a waiver of this covenant or an acceptance of the assignee or subtenant as Tenant or a release of Tenant from the covenants in this Lease is on Tenant's part to a: (i) parent, subsidiary be performed. Tenant and any assignee or affiliate subtenant shall be jointly and severally liable for the obligations of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date not permit any part of the proposed transferPremises to be used or occupied by any persons other than Tenant and the employees of Tenant, along nor shall Tenant permit any part of the Premises to be used or occupied by any licensee or concessionaire, or permit any persons to be upon the Premises other than Tenant, and employees, customers and others having lawful business with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityTenant.
Appears in 1 contract
Sources: Lease Agreement (Lithia Motors Inc)
Assignment/Subletting. Except as provided hereinset forth below, Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without the prior written consent of Landlord, which shall not may be unreasonably withheldwithheld in the sole discretion of Landlord, conditionedneither Tenant nor Tenant’s legal representatives or successor(s) in interest will assign, pledge, encumber, mortgage or otherwise transfer (any such action to “assign” or an “assignment”) this Lease, by operation of law or otherwise, or delayed. As sublet the whole or any part of the Premises, or permit the Premises to be used by any other than Tenant’s request for, and as except for a condition to, Landlord’s consent to such “Permitted Assignment.” A Permitted Assignment shall mean an assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with the sale or disposition of Burlington Telecom and its assets via an arms-length transaction as set forth in an agreement and approved by the Public Service Board of the State of Vermont. Any consent by Landlord to any other act of assignment or subletting applies only to the specific transaction authorized. Such consent will not be construed as a waiver of the duty of Tenant, or the legal representatives or assigns of Tenant, to obtain from Landlord consent to any other or subsequent assignment or subletting, or as modifying or limiting the rights of Landlord under the foregoing covenant by Tenant not to assign or sublet without such consent. No other such assignment will be binding unless and until the assignee or sublease requestsubtenant will deliver to Landlord a fully executed duplicate original of this Lease. Notwithstanding anything in this Lease Landlord consents to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent sub-leasing of the Landlord need not be obtained if Leased Premises to the assignment City of Burlington d/b/a Burlington Telecom for the use of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all facilities for the operation of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this LeaseBurlington Telecom System, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license sub-subleasing by the City of Burlington of a portion of the Premises to a Related Entity described for use as office space. Any purported assignment in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements violation of this Section 13 have been satisfiedis voidable at Landlord’s election. Any purported assignment or attempted assignment in violation of this Section will constitute an Event of Default for which no notice nor grace period need be given. Tenant is and remains fully liable for all of Tenant’s obligations under this Lease notwithstanding any permitted assignment or sublet of all or a portion of the Premises. Any violation of any provision of this Lease, including if applicablewhether by act or omission, the qualification by any assignee, sublessee or undertenant or occupant, is deemed a violation of such proposed transferee provision by Tenant, it being the intention and meaning of the parties that Tenant will assume and be liable, jointly and severally, to Landlord for any and all acts and omissions of any and all assignees, sublessees, undertenants or occupants of Tenant. If this Lease be assigned, Landlord may and is empowered to collect Minimum Base Rent, Operating Expenses, additional rent and any and all other charges, fees or penalties of any nature as an affiliate provided in this Lease for payment by Tenant from the assignee. If the Premises or any part thereof be underlet or occupied by any person other than Tenant, Landlord, in the event of Tenant’s default, may, and is empowered to, collect rent from the undertenant or occupant; in either of such events Landlord will apply the net amount received by it to the rent in this Lease reserved, but no such collection is deemed a waiver of the covenant tin this Lease against assignment and underletting, or the acceptance of the assignee, under Tenant or occupant as Tenant, or a release of Tenant or a Related Entityfrom the further performance of the covenants in this Lease contained on the part of Tenant.
Appears in 1 contract
Sources: Lease Agreement
Assignment/Subletting. Except as provided herein(a) Subject to the provisions of Paragraph 54(h), below, Tenant covenants that it shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease lease nor sublet the Demised Premises or any part thereof without the prior written consent of LandlordLandlord in each instance, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. As part of Tenant’s request for, and as a condition to, Tenant may assign this lease or sublet the Demised Premises with Landlord’s 's written consent to provided:
(i) That such assignment or subleasesublease is for a use which is in compliance with the terms of this lease, the then existing zoning regulations and the Certificate of Occupancy;
(ii) That at the time of such assignment or subletting, there is no default under the terms of this lease on Tenant's part which has not been cured prior to the expiration of all applicable grace periods;
(iii) That in the event of an assignment, the assignee assumes in writing the performance of all of the terms and obligations to be performed by Tenant under this lease from and after the date of such assignment;
(iv) That a duplicate original of said assignment or sublease be delivered to Landlord at the address herein set forth within twenty (20) days from the said assignment or sublease and within one hundred twenty (120) days of the date that Tenant first provides Landlord with the information required under Paragraph 54(f) below;
(v) That, in the event Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its request Landlord's consent to a proposed transfer assignment of this lease or proposed sublease of all or a portion of the Demised Premises, Tenant shall pay or reimburse to a third party Landlord the reasonable attorney fees and disbursements incurred by Landlord in processing such request, which fees and disbursements shall not exceed $1,500.00 in any one instance;
(vi) Such assignment or subletting shall not, however, release Tenant from its liability for the full and faithful performance of all of the terms and conditions of this lease;
(vii) If this lease be assigned, or if the Demised Premises or any part thereof be sublet or occupied by anybody other than Tenant’s sole remedy , Landlord may, after default by Tenant, collect Rent and additional rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent and additional rent herein reserved;
(i) Notwithstanding anything contained in this Paragraph 54 to the contrary, no assignment of this lease (other than an assignment of the nature addressed in Paragraph 54(h) of this lease) or subletting of the entire Demised Premises shall be made by Tenant in any event until Tenant has offered (a "Total Recapture Offer") to terminate this lease and surrender and vacate the entire Demised Premises as of an action Effective Recapture Date. An "Effective Recapture Date" shall be a date selected by Tenant, provided that such date must be the last day of a calendar month during the Term and must be a date no later than the date that was scheduled as the effective date of such proposed assignment or the commencement date of such proposed sublease.
(ii) Also notwithstanding anything to enforce the contrary contained in this Paragraph 54, no subletting of any portion of the Demised Premises (such portion being hereinafter referred to as the "Recapture Space") shall be made by Tenant in any event until Tenant has offered (a "Partial Recapture Offer") to terminate this lease (as it relates to the Recapture Space only) and surrender and vacate the entire Recapture Space as of an Effective Recapture Date. If Landlord accepts a Partial Recapture Offer, Landlord and Tenant shall enter into an amendment of this lease, whereby (a) the Demised Premises is redefined so as to exclude therefrom the subject Recapture Space, (b) Landlord, at Landlord's expense, will perform all construction work necessary and appropriate to separately demised the Recapture Space from the balance of the Demised Premises in accordance with all legal requirements, and (c) all other provisions of this lease that are contingent upon the size of the Demised Premises (e.g., Tenant's Proportionate Share; Rent; number of parking spaces allotted to Tenant) are proportionately reduced (on the basis of the reduced rentable square footage of the Demised Premises). It is agreed that the recapture right set forth in this Paragraph 54(b)(ii) shall not apply in connection with a Minor Sublease (as hereinafter defined). The term "Minor Sublease", as used herein, shall mean (1) any proposed sublease which, when considered together with all other subleases that will be in effect on the commencement of such proposed sublease will result in less than twenty-five (25%) percent of the Demised Premises being occupied by subtenants, (2) any proposed sublease for a term of seven (7) years or less, and (3) a sublease the term of which will expire at least twelve (12) months prior to the expiration of the term of this lease.
(iii) Simultaneously with any such provision through specific performance offer to terminate this lease (whether in whole or declaratory judgment. in part), Tenant shall reimburse advise the Landlord, in writing, of the name and address of the proposed assignee or subtenant, a reasonably detailed statement of the proposed subtenant/assignee's business, reasonably detailed financial references, and all the terms, covenants, and conditions of the proposed sublease or assignment.
(c) Unless otherwise consented to by Landlord for (which consent shall not be unreasonably withheld, conditioned or delayed), in writing, in no event shall Tenant have the right to sublease more than fifty (50%) percent of the aggregate of the space leased to Tenant under the Tenant Leases (as defined herein). The restriction contained in this Paragraph 54(c) shall not apply to transactions set forth in Paragraph 54(h), below.
(d) Tenant shall not mortgage, pledge, hypothecate or otherwise encumber its actual interest under this lease without Landlord's prior written consent.
(e) Without affecting any of its other obligations under this lease, Tenant will pay Landlord as additional rent fifty (50%) percent of any sums or other economic consideration, which (i) are actually received by Tenant as a result of a subletting whether or not referred to as rentals under the sublease (after deducting therefrom the reasonable costs and expenses incurred by Tenant in connection with the subletting in question); and (ii) exceed in total the sums which Tenant is obligated to pay Landlord under this lease (prorated to reflect obligations allocable to that portion of the Demised Premises subject to such sublease), it being the express intention of the parties that Landlord and Tenant shall share equally in any profit by reason of such sublease. Tenant will not amend the sublease in such a way as to reduce or delay payment of amounts which are provided in the sublease approved by Landlord. Any amendment or modification of an assignment or sublease shall be deemed to be a new assignment or sublease and shall require the prior written consent of Landlord.
(f) Landlord agrees that it shall not unreasonably withhold its consent to a subletting or assignment in accordance with the terms of this Paragraph 54. In determining reasonableness, there shall be taken into account the character and reputation of the proposed subtenant or assignee, the specific nature of the proposed subtenant's or assignee's business and whether same is in keeping with other tenancies in the Building; the financial standing of the proposed subtenant or assignee; and the impact of all of the foregoing upon the Building and the other tenants of Landlord therein. Landlord shall not be deemed to have unreasonably withheld its consent if it refuses to consent to a subletting or assignment to an existing tenant in any building in a five (5) mile radius of the Building which is owned by Landlord or its affiliate or to a proposed subtenant or assignee with whom Landlord is negotiating, or has negotiated in the preceding six (6) months, a lease or if, at the time of Tenant's request, Tenant is in default, beyond applicable grace and notice periods, of any of the terms, covenants and conditions of this lease to be performed by Tenant. At least thirty (30) days prior to any proposed subletting or assignment, Tenant shall submit to Landlord a written notice of the proposed subletting or assignment, which notice shall contain or be accompanied by the following information: (i) the name and address of the proposed subtenant or assignee; (ii) the nature and character of the business of the proposed subtenant or assignee and its proposed use of the premises to be demised; (iii) the most recent two (2) years of balance sheets and profit and loss statements of the proposed subtenant or assignee or other financial information satisfactory to Landlord; and (iv) such shall be accompanied by a copy of the proposed sublease or assignment of lease.
(g) The listing of an assignee's or subtenant's name on the door or Building directory shall not be deemed Landlord's consent hereunder.
(h) Notwithstanding anything contained in this Lease Paragraph 54 to the contrary, so long as Tenant is not in default under may assign this Lease beyond applicable notice and cure periods, the consent lease or sublet all or a portion of the Demised Premises without Landlord's consent but upon prior written notice to Landlord need not be obtained if the assignment of the Lease is to a: (each, a "Permitted Transferee") (i) parent, subsidiary or affiliate to an Affiliate (as defined herein) of Tenant; or (ii) company in connection with transactions with an entity into or with which Tenant may merge is merged or consolidate; (iii) corporation that acquires consolidated or to a person or entity to which all or substantially all of the shares of stock Tenant's assets, and/or stock, partnership or assets of Tenant; membership interests are sold or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) aboveotherwise transferred, provided that such Related Entity does merger, consolidation, transfer or sale of assets, stock or interests is for a valid business purpose and not use principally for the Premises for any other use than purpose of transferring the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that leasehold estate created hereby and/or avoiding the requirements of this Section 13 have been satisfiedParagraph 54, including if applicableand provided further, that in any of such events described in items (i) or (ii) above, the qualification use of the Demised Premises shall remain unchanged. The provisions of Paragraph 54(b) above shall not apply to assignments or sublets to a Permitted Transferee. For the purposes of this lease: (x) the term "Affiliate" shall mean any designated person or entity, any other person or entity which controls, is controlled by, or is under common control with, such proposed transferee designated person or entity, and a corporation or other entity which provides financial, investment or insurance services and products to Tenant's members as an affiliate part of Tenant Tenant's regular business regardless of control; and (y) "Control" (and with correlative meaning, "controlled by" and "under common control with") shall mean ownership or a Related Entityvoting control of 50% or more of the voting stock, partnership interests or other beneficial ownership interests of the entity in question.
Appears in 1 contract
Assignment/Subletting. Except as provided herein4.01 Neither Tenant nor Tenant's legal representatives or successors in interest by operation of law or otherwise, Tenant shall not assign assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior written consent of Landlord in each instance. The transfer of a majority of the issued and outstanding capital stock of any corporate tenant (excluding, however, the transfer of stock effected through the "over-the-counter market" or through any recognized stock exchange) or a majority of the total interest in any partnership tenant, however accomplished, and whether in a single transaction or in any manner transfer a series of related or unrelated transactions, the conversion Tenant to either a limited liability company or a limited liability partnership or the merger or consolidation of a corporate tenant, shall be deemed an assignment of this Lease or any estate of such sublease, consent to which shall be granted or interest hereunder and shall not sublease withheld by Landlord in accordance with the provisions of this Article. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. The listing of the name of a party or entity other than that of Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord, which shall not be unreasonably withheld, conditioned's consent to any assignment or sublease to, or delayedoccupancy of the Premises by, such party or entity. As If any lien is filed against the Premises or the Building of which the same form a part of Tenant’s request for, and as a condition to, Landlord’s consent for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, whether or not actually performed, the same shall be discharged within twenty (20) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.
4.02 If Tenant desires to assign this Lease or to sublet all or any portion of the Premises, it shall provide first submit in writing to Landlord a notice (the "Tenant's Recapture Offer") which states, with financial statements for respect to each such prospective assignment or subletting, all of the proposed transferee relevant terms and such other information as Landlord conditions upon which Tenant is willing to assign this Lease or sublet the Premises, or any portion thereof, whichever may reasonably request. Tenant be applicable, and which shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent deemed an offer under the terms and conditions contained in Tenant's Recapture Offer (i) with respect to a proposed transfer prospective assignment, to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in assign this Lease to the contraryLandlord without any payment of moneys or other consideration therefor, so long as Tenant is not in default under this Lease beyond applicable notice and cure periodsor, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with respect to a prospective subletting, to sublet to Landlord the portion of the Premises involved ("Leaseback Area") on the same terms, covenants and conditions (including provisions relating to escalation rents) as are contained therein and as are allocable and applicable to the portion of the Premises to be covered by such subletting. Tenant's Recapture Offer shall specify the date when the Leaseback Area will be made available to Landlord, which Tenant may merge or consolidate; date shall be in no event earlier than sixty (iii60) corporation that acquires days nor later than one hundred eighty (180) days following the acceptance of Tenant's Recapture Offer (the "Recapture Date"). If an offer of sublease is made, and if the proposed sublease will result in all or substantially all of the shares Premises being sublet for the balance or substantially the balance of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); providedTerm, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. then Landlord agrees that Tenant shall have the right, without Landlord’s consent, option to extend the term of its proposed sublease or license a portion for the balance of the Premises term of this Lease less one (1) day. Landlord shall have a period of ninety (90) days from the receipt of such Tenant's Recapture Offer to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by either accept or reject Tenant's Recapture Offer or to terminate this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.
Appears in 1 contract
Assignment/Subletting. Except as provided herein, Tenant shall not assign or in any manner transfer No Assignment of this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof (as defined below) is permitted without the prior written consent of Landlord. The granting or withholding of such consent will be solely within the discretion of Landlord, subject to the limitations set forth below.
(1) any assignment of this Lease or a subletting of the Leased Premises; (2) any permission to a third party to use all or part of the Leased Premises; (3) any mortgage or other encumbrance of this Lease or of the Leased Premises; (4) the appointment of a receiver or trustee of any of the Tenant’s property; (5) any assignment or sale in bankruptcy or insolvency; (6) the transfer of a controlling interest in Tenant by any means, including operation of law, to parties other than those maintaining such controlling interest on the date on which Tenant executes this Lease; and (7) a sale or transfer of all or substantially all of Tenant’s assets. Notwithstanding the foregoing, Landlord’s consent to an Assignment of the types described in clauses (1), (2), (6), and (7) of the foregoing paragraph shall not be unreasonably withheld, conditioneddelayed or conditioned so long as the proposed assignee is sufficiently creditworthy, or delayed. As part as reasonably determined by Landlord, to perform the obligations of Tenant’s request forTenant under this Lease, and as the proposed use is reasonably acceptable to Landlord. Even if Landlord consents to an Assignment, Tenant will remain primarily liable under this Lease. Also, Tenant will bear all reasonable legal costs, up to a condition tomaximum amount of Three Thousand Dollars ($3,000.00), incurred by Landlord in connection with Landlord’s review of documents concerning an Assignment, whether or not Landlord consents to it. Landlord’s consent to such assignment a specific Assignment does not waive Landlord’s right to withhold consent to any future or subleaseadditional Assignment. If Tenant intends to Assign this Lease, Tenant shall provide must give Landlord with financial statements for notice of its intention to make an Assignment at least fifteen (15) days prior to the proposed transferee and anticipated effective date of such other information Assignment, which notice will contain such details as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to request (the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related EntityAssignment Notice”); provided, however, that (i) such Related Entity does not use . If the Premises for amount of rent and other sums received by Tenant under any other use Assignment is more than the use permitted by Rent due from Tenant under this Lease, then Tenant will pay fifty percent (50%) of the excess to Landlord on a monthly basis and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), promptly upon Tenant’s receipt of such Related Entity has a tangible net worth equal to or greater than $10,000,000.00excess amounts. Landlord agrees that Tenant shall have the rightIf, without Landlord’s consent, to sublease this Lease is Assigned, or license a portion if the Leased Premises are occupied or used by any party other than Tenant, then all resulting expenses (including reasonable attorneys’ fees, but excluding any brokerage fees) incurred by Landlord will be immediately due and payable by Tenant upon receipt of an invoice. If Tenant defaults, Landlord may collect rent from the assignee, subtenant, occupant or user (the “Assignee”) of the Leased Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use and apply it towards the Premises for any other use than the use permitted by Rent due under this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date Such collection will not be deemed an acceptance of the proposed transferAssignee as tenant, along with all applicable documentation will not waive or prejudice Landlord’s right to initiate legal action against Tenant to enforce Tenant’s fulfillment of its obligations under this Lease and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of will not release Tenant from such proposed transferee as an affiliate of Tenant or a Related Entityobligations.
Appears in 1 contract
Sources: Office Lease (Safenet Inc)
Assignment/Subletting. Except for a “Permitted Transfer” (as provided hereinhereinafter defined), Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof not, without the prior consent of Landlord in each case, (i) make or allow any assignment or transfer, by operation of law or otherwise, of any part of Tenant’s interest in this Lease, (ii) grant or allow any lien or encumbrance, by operation of law or otherwise, upon any part of Tenant’s interest in this Lease, (iii) sublet the Leased Premises or permit anyone other than Tenant and its employees to occupy any part of the Leased Premises. Tenant shall seek such written consent of LandlordLandlord by a written request therefor, setting forth such information as Landlord may deem necessary. Tenant shall, by notice in writing, advise Landlord of Tenant’s intention from, on and after a stated date (which shall not be unreasonably withheldless than thirty [30] days after the date of Tenant’s notice), conditionedto assign this Lease or to sublet any part or all of the Leased Premises for the balance or any part of the Term. Tenant’s notice shall include all of the terms of the proposed assignment or sublease and shall state the consideration therefor. Tenant’s notice shall state the name and address of the proposed assignee or subtenant and a true and complete copy of the proposed assignment or sublease shall be delivered to Landlord with Tenant’s notice. No consent granted by Landlord shall be deemed to be a consent to any subsequent assignment or transfer, lien or encumbrance, sublease or occupancy. Any assignment or transfer, grant of lien or encumbrance, or delayedoccupancy without Landlord’s prior written consent shall be void. As part Landlord shall be reimbursed by Tenant for any costs or expenses incurred as a result of Tenant’s request for, and as a condition to, Landlord’s for consent to any such assignment or subleasesubletting, including reasonable legal costs. Except for a Permitted Transfer, in the event Tenant shall provide Landlord with financial statements for subleases the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce Leased Premises, or any such provision through specific performance portion thereof, or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in assigns this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, with the consent of the Landlord need not at an annual Base Rent exceeding that stated herein, fifty percent (50%) of such excess shall be obtained if the assignment of the Lease is paid by Tenant to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least as Additional Rent hereunder within ten (10) days prior to after receipt by Tenant. Upon the effective date occurrence of an Event of Default by Tenant under this Lease, if all or any part of the proposed transferLeased Premises is then assigned or sublet, along with Landlord may, in addition to any other remedies provided by this Lease or provided by law, collect directly from the assignee or subtenant all applicable documentation and other information necessary for rents due to Tenant. Any collection directly by Landlord from the assignee or subtenant shall not be construed, however, to determine that constitute a novation or a release of Tenant from the requirements further performance of its obligations under this Lease. For the purpose of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.Section
Appears in 1 contract
Sources: Commercial Lease Agreement (CareView Communications Inc)
Assignment/Subletting. Except as provided herein, Tenant 14.1. This Agreement and each license granted herein is personal to Licensee and for Licensee’s use only. Licensee shall not assign lease, sub-license, share with, convey or in resell to others any manner transfer this Lease such space or any estate rights granted hereunder. Subject to Section 14.3 below, the related rights and privileges may not be assigned or interest hereunder and shall not sublease the Premises or any part thereof otherwise transferred without the prior express written consent of LandlordCity and/or CSU, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. As part Any Agreement which is assigned or otherwise transferred pursuant to this Section shall be equally subject to all the obligations and privileges of Tenant’s request forthis Agreement, and including any amendments, which will remain in effect, as a condition toif the assigned Agreement was the original Agreement. After assignment, Landlord’s consent this Agreement, including any amendments, shall be binding on the assignee to such the full extent that was binding upon Licensee.
14.2. Any non-permitted transfer or assignment or sublease, Tenant shall provide Landlord with financial statements for of the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled right to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent attach Equipment to a proposed transfer to a third party and Tenant’s sole remedy Licensor-owned pole shall be an action void and not merely voidable. Licensor may, in its sole discretion and in addition to enforce all other lawful remedies available to Licensor under this Agreement, collect any fees owed from Licensee without prejudicing any other right or remedy of Licensor under this Agreement. No cure or grace periods shall apply to transfers or assignment prohibited by this Agreement or to the enforcement of any provisions of this Agreement against a transferee or assignee who did not receive Licensor’s consent. Licensee and any attempted transferee shall be jointly and severally liable for all obligations of Licensee in this Agreement until such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease requestattempted transfer is fully unwound to the satisfaction of Licensor.
14.3. Notwithstanding anything to the contrary in this Lease Section 14, this Agreement in its entirety, together with all Supplemental Site Licenses and/or Permits (that are otherwise transferable by Law) issued by Licensor may be sold, assigned or transferred by Licensee, to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary any entity in which Licensee holds a controlling or affiliate of Tenantsimilar interest; (ii) company with any entity which Tenant may merge holds a controlling equity or consolidatesimilar interest in Licensee; (iii) corporation any entity under common control with Licensee; (iv) any other entity that has a valid master license agreement with the City for the operation of Small Cell Facilities and is in full compliance with all obligations to the Licensor; (v) any entity which acquires all or substantially all of the shares of stock or Licensee’s assets of Tenant; or (iv) to any corporation which is the successor corporation in the event market defined by the FCC in which the Municipal Facility is located by reason of a corporate reorganization merger, acquisition or other business reorganization, provided in each case that such acquiring entity has debt to equity and profitability ratios consistent with mature companies in business for five or more years in the same or similar business and agrees to comply with federal, state, and local laws, and Licensee and the new entity represent to Licensor that the new entity has not had a decision entered against the new entity for a violation of a local permit. Licensee shall provide written notice to Licensor within thirty (a “Related Entity”); provided, however, that (i30) such Related Entity does not use the Premises for days after any other use than the use transfer permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntitySection.
Appears in 1 contract
Sources: Licensing Agreement
Assignment/Subletting. Except as provided herein, 15.1 Tenant shall not assign assign, transfer, mortgage or in any manner transfer encumber this Lease or any estate or interest hereunder and shall not sublease sublet the Premises without obtaining the prior written consent of Landlord, nor shall any assignment or any part thereof transfer of this Lease be effectuated by operation of law or otherwise without the prior written consent of Landlord, which shall not in any such case, such consent may be unreasonably withheldwithheld in the sole and absolute subjective discretion of Landlord. In the event that Tenant desires to assign this Lease, conditionedsublet the Premises, or delayed. As permit occupancy or use of the Premises or any part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment thereof by another party or subleaseparties, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and thirty (30) days advance written notice of Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such bona fide proposed assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent subletting of all or any part of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00Premises. Landlord agrees that Tenant shall have the right, without Landlord’s consentat its option during said thirty (30) day period, to sublease (a) release Tenant from this Lease for such space, (b) sublet all or license a portion any part of the Premises from Tenant at the same rental Tenant is paying Landlord, with the right to further sublease such space or (c) refuse to consent to Tenants assignment or subletting of such space and to continue this Lease in full force and effect as to the entire Premises. The consent by Landlord to any assignment, transfer, or subletting to any party other than Landlord shall not be construed as a Related Entity described in subsection (i) above, provided that such Related Entity does not use waiver or release of Tenant from the Premises for terms of any other use than the use permitted by covenant or obligation under this Lease, nor shall the collection or acceptance of Rent from any such assignee, transferee, subtenant or occupant constitute a waiver or release of Tenant from any covenant or obligation contained in this Lease, nor shall such assignment or subletting be construed to relieve Tenant from giving Landlord said thirty (30) day notice, nor from obtaining the consent in writing of Landlord to any further assignment or subletting (which consent may be withheld in the sole and absolute discretion of Landlord). In the event that Tenant shall give defaults hereunder Tenant hereby assigns to Landlord written notice at least ten (10) days prior any and all rent due from any subtenant of Tenant and hereby authorizes each such subtenant to pay said rent directly to Landlord. Without limiting the effective date generality of the proposed transferforegoing, along if Landlord consents to an assignment or sublease pursuant to this Article 15, Landlord may condition its consent upon the entry by such transferee into an agreement (in form and substances satisfactory to Landlord) with Landlord, by which such transferee assumes all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityTenant’s obligations hereunder.
Appears in 1 contract
Assignment/Subletting. Except (a) Lessor shall have the right to sell or convey all, but not less than all, of the Property or to assign its right, title and interest as Lessor under this Lease in whole, but not in part. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.
(b) Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and the Permitted Sublessees and upon the particular purposes for which Lessee and the Permitted Sublessees intend to use the Property in entering into this Lease. Without the prior written consent of Lessor which will not be unreasonably withheld and except as provided hereinbelow and for the Permitted Subleases; (i) except as provided in Section 24, Tenant Lessee shall not assign assign, transfer or in any manner transfer convey this Lease or any estate interest therein, whether by operation of law or interest hereunder otherwise; and (ii) Lessee shall not sublease sublet or license the Premises use of all or any part thereof of the Property provided, however, in the event of a foreclosure of any leasehold mortgage, a substitute Lessee may be designated by Lessee's institutional Lender without the consent of Lessor or any Substitute Lessor. Nothing contained herein shall limit any assignment, pledge or transfer of any stock ownership interest in Leasee, and nothing shall limit the transferability of interests in the Lessee.
(c) Notwithstanding the foregoing, Lessee shall have the right to sublease the Property, without the prior written consent of LandlordLessor or Lender, which if the following conditions are satisfied:
(i) no Event of Default shall not have occurred and be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default continuing under this Lease beyond applicable notice and cure periods, the consent as of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of such sublease;
(ii) any such sublease shall be subordinate to this Lease and the proposed transfer, along Mortgage corresponding to the Property to which such sublease relates;
(iii) Lessee shall remain liable under this Lease notwithstanding such sublease;
(iv) the Property subject to such subleases shall be used as a Permitted Facilities and shall otherwise be operated and maintained in accordance with all applicable documentation the terms and other information necessary for Landlord to determine that the requirements conditions of this Section 13 have been satisfied, including if applicable, Lease; and
(v) the qualification square footage of such proposed transferee as an affiliate the portion of Tenant or a Related Entitythe Property to be subleased in no event exceed 20% of the total square footage of the Property.
Appears in 1 contract
Sources: Lease (Mercury Air Group Inc)
Assignment/Subletting. Except as provided herein, Tenant shall not assign this Lease, or in any manner transfer this Lease sublet or any estate or interest hereunder and shall not sublease license the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises by anybody other than Tenant (all or any of the foregoing actions are referred to as “Subleases” and all or any of assignees, subtenants, licensees, and other such parties are referred to as “Subtenants”) without obtaining, on each occasion, the prior written consent of the Landlord, which . Landlord’s consent to a proposed sublease shall not be unreasonably withheld, conditionedit being understood that (i) Landlord may consider, or delayedamong other things, whether the proposed subtenant is a reputable organization that will not detract from the first-class character of the Building and Project, and (ii) the proposed sublease must comply with all other provisions of this Lease (including, without limitation, this Section 5.9), must not alter Landlord’s rights under the Lease, and must not impose any additional obligation on Landlord. As part A Sublease shall include, without limitation, any transfer of Tenant’s request forinterest in this Lease by operation of law, merger or consolidation of Tenant into any other firm or corporation, and as the transfer or sale of a condition tocontrolling interest in Tenant, whether by sale of its capital stock or otherwise. Unless Landlord’s consent specifically provides otherwise with respect to such assignment or subleasea particular proposed Subtenant, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled offer to receive monetary damages based upon make or make a claim that Landlord unreasonably withheld its consent Sublease to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to afollowing: (i) parent, subsidiary or affiliate of Tenanta tenant in the Project; (ii) company any party with which Tenant may merge whom Landlord, the landlord of Phase 1, or consolidateany other affiliate of Landlord is then negotiating (or has negotiated within the previous nine (9) months) with respect to space in the Project; (iii) corporation that acquires all any entity owned by, owning, or substantially all of the shares of stock affiliated with, directly or assets of Tenantindirectly, any tenant or party described in clauses (i) and (ii) hereof; or (iv) any party which would be of such type, character or condition as to any corporation which is the successor corporation be inappropriate, in the event of Landlord’s judgment, as a corporate reorganization (tenant for a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00first class office building. Landlord agrees that Tenant shall have the rightnot, without Landlord’s consentapproval, to sublease enter into any Sublease of all or license a any portion of the Premises unless the aggregate rent and other charges payable to Tenant under such Sublease equal or exceed the then prevailing fair market rent rate for such space. Tenant’s request for consent to a Related Entity described Sublease shall include a copy of the proposed Sublease instrument, if available, or else a statement of the proposed Sublease in subsection detail satisfactory to Landlord, together with reasonably detailed financial, business and other information about the proposed Subtenant. Landlord shall have the option (ibut not the obligation) above, provided that such Related Entity does not use to terminate the Lease with respect to the portion of the Premises for any other use than which Tenant proposes to Sublease effective upon the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation Sublease and other information necessary continuing for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification proposed term thereof by giving Tenant notice of such proposed transferee termination within 30 days after Landlord’s receipt of Tenant’s request. If Landlord exercises such option, Tenant shall be released from all obligations and liabilities under the Lease with respect to said portion of the Premises effective as an affiliate of Tenant or a Related Entity.the termination
Appears in 1 contract
Assignment/Subletting. Except as provided herein13.1 The LESSEE may not sublet or assign the Leased Property for any portion of the remainder of the term of this lease, Tenant shall not assign or in any manner transfer this Lease or any estate extension or interest hereunder and shall not sublease the Premises or any part thereof renewal thereof, without the prior written consent of Landlord, the LESSOR which consent LESSOR agrees shall not be unreasonably withheld. However, conditionedLESSOR may set such conditions as he reasonably deems appropriate to such consent, or delayed. As part of Tenant’s request for, and as a condition including but not limited to, Landlord’s the right of the LESSOR and any mortgagees hereunder to approve the form of assignment/sublease, the financial condition of the assignee/sublessee, the type of business or occupation of the sublessee or assignee which shall not be, disreputable, illegal and that the LESSEE shall remain primarily liable for the payment of the rent and Additional Rent herein and for the performance of all of the other terms of this lease required to be performed by the LESSEE. LESSEE shall give LESSOR written notice of its desire to so sublease or assign, which notice shall be accompanied by a copy of the proposed Sublease or assignment. The consent by LESSOR to such any assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant subletting shall not be entitled construed in any way to receive monetary damages based upon a claim that Landlord unreasonably withheld its relieve LESSEE from obtaining the express consent in writing of LESSOR to any further assignment or subletting. Consent shall not be required for an assignment or subletting by the LESSEE to a proposed transfer corporation which owns, is owned by, or is under common control of LESSEE, whether such ownership or control is immediate or through ownership or control of other Corporations, or to a third party corporate successor of LESSEE, whether by merger, acquisition or stock purchase. For purposes of the foregoing sentence, in order to establish ownership or common control, each order to establish ownership or common control, each Corporation in the chain of ownership or control must own at least 50% of the voting securities of its immediate subsidiary in such chain of ownership or control. Notwithstanding such consent, LESSEE shall not be relieved from liability under the lease, and Tenant’s sole remedy further, such subletting or assignment shall be an action comply with the remaining prerequisites listed above.
13.2 In the event that the LESSOR consents to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to subletting of the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periodsLeased Premises by the LESSEE, the LESSOR may impose a condition upon said consent of the Landlord need not be obtained if the assignment of the Lease is that LESSEE thereafter to a: pay to LESSOR a sum equal to 50% (i) parent, subsidiary subtenant or affiliate of Tenant; (ii) company with assignee which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all is in excess of the shares fixed annual rent and Additional Rent and other amounts then being paid by LESSEE to LESSOR pursuant to the terms of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) any other profit or gain realized by LESSEE directly as a result of any such assignment or subletting (in computing any profit to be paid LESSOR hereunder there shall be deducted all reasonable expenses incurred by LESSEE in connection with respect the assignment or particular subletting, including any reasonable attorneys fees or customary brokerage commissions paid to an unaffiliated broker or agent). Nothing contained in this paragraph shall require LESSEE to pay to LESSOR any profit or gain realized by LESSEE from any such assignment to or subletting until LESSEE has actually received payment thereof by such assignee or subtenant.
13.3 Notwithstanding any of the above, following LESSEE's written notice of a Related Entity described proposed assignment or Sub-Lease as provided in subsections (ii) and (iii)Section 13.1, such Related Entity has a tangible net worth equal to or greater of more than $10,000,000.00. Landlord agrees that Tenant 75% of the Leased Property, LESSOR shall have the rightsole option, without Landlord’s consentin its discretion, in lieu of granting or accepting any assignment or sublease, to sublease terminate the Lease hereunder. This right of LESSOR to terminate pursuant to this section shall not apply to an Sub-Lease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does assignment not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days requiring LESSOR's prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityconsent.
Appears in 1 contract
Assignment/Subletting. Except (a) Lessor shall have the right to sell or convey all, but not less than all, of the Property or to assign its right, title and interest as Lessor under this Lease in whole, but not in part. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.
(b) Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and the Permitted Sublessees and upon the particular purposes for which Lessee and the Permitted Sublessees intend to use the Property in entering into this Lease. Without the prior written consent of Lessor which will not be unreasonably withheld and except as provided hereinbelow and for the Permitted Subleases: (i) except as provided in Section 24, Tenant Lessee shall not assign assign, transfer or in any manner transfer convey this Lease or any estate interest therein, whether by operation of law or interest hereunder otherwise; and (ii) Lessee shall not sublease sublet or license the Premises use of all or any part thereof of the Property provided, however, in the event of a foreclosure of any leasehold mortgage, a substitute Lessee may be designated by Lessee's institutional Lender without the consent of Lessor or any Substitute Lessor. Nothing contained herein shall limit any assignment, pledge or transfer of any stock ownership interest in Leasee, and nothing shall limit the transferability of interests in the Lessee.
(c) Notwithstanding the foregoing, Lessee shall have the right to sublease the Property, without the prior written consent of LandlordLessor or Lender, which if the following conditions are satisfied:
(i) no Event of Default shall not have occurred and be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default continuing under this Lease beyond applicable notice and cure periods, the consent as of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of such sublease;
(ii) any such sublease shall be subordinate to this Lease and the proposed transfer, along Mortgage corresponding to the Property to which such sublease relates;
(iii) Lessee shall remain liable under this Lease notwithstanding such sublease;
(iv) the Property subject to such subleases shall be used as a Permitted Facilities and shall otherwise be operated and maintained in accordance with all applicable documentation the terms and other information necessary for Landlord to determine that the requirements conditions of this Section 13 have been satisfied, including if applicable, Lease; and
(v) the qualification square footage of such proposed transferee as an affiliate the portion of Tenant or a Related Entitythe Property to be subleased in no event exceed 20% of the total square footage of the Property.
Appears in 1 contract
Sources: Lease (Mercury Air Group Inc)
Assignment/Subletting. Except as provided herein(a) During the Original Lease Term, Tenant shall not assign or in any manner transfer the Lessee shall, subject to the provisions of Section 7(h) of this Lease Agreement, have the right to assign this Lease Agreement or any estate or interest hereunder and shall not sublease the Premises to the State, any political subdivision of the State, any municipal corporation or any part thereof without agency of the State with the prior written consent of Landlord, the Lessor (which consent shall not be unreasonably withheld) and the approval of any insurer of the Bonds related to the financing of the Premises so long as the Premises is used in the same manner as provided in Section 7(a) hereof. In addition, conditionedso long as the Premises is used in the same manner as provided in Section 7(a) hereof, the Lessee may enter into long term leases (leases greater than thirty (30) days including all renewal options) with any private entity (including the federal government, not-for-profit corporations, etc.). Any such long-term lease shall be subject to the approval of the Lessor, which approval shall not be unreasonably withheld. Moreover, in the case of any such long-term lease (i) that exceeds, in space rented under such long-term lease, two percent (2%) of the Rentable Square Feet of Office Space and Parking Space or delayed(ii) that, as of the effective date of such long-term lease, will cause the total space rented to all such private entities under long- term leases to exceed two percent (2%) of the Rentable Square Feet of Office Space and Parking Space, such long-term lease also shall be subject to receipt by the Lessor and the Lessee of a favorable opinion from a nationally recognized bond counsel mutually selected by the Lessor and the Lessee to the effect that such lease(s) will not adversely affect the exclusion of the interest paid on the Bonds for federal income tax purposes. As part Within fifteen (15) days of Tenantthe receipt of such written request, the Lessor shall notify the Lessee of any additional information it will require prior to the delivery of its response required hereunder. The Lessee agrees to provide or cause to be provided any and all information requested by the Lessor with respect to any assignee of this Lease Agreement in connection with the Lessee’s request forto assign this Lease Agreement or any sublessee of the Premises in connection with the Lessee’s request to sublease the Premises. Approval of any assignment or sublease shall be given or denied within thirty (30) days of Lessor’s receipt of such additional information (or thirty (30) days after receipt of the Lessee’s written request if no additional information is requested by the Lessor). The failure of the Lessor to reject the Lessee’s written request under this Section 16(a) within thirty (30) days of the receipt of such additional information (or thirty (30) days after receipt of the Lessee’s written request if no additional information is requested by the Lessor) shall be conclusively deemed to be consent to such assignment or sub lease. Any sublessee of the Lessee hereunder may not sublease the Premises to any other sublessee. All costs incurred by the Lessor and the Lessee in connection with any assignment of this Lease Agreement or the sublease of the Premises shall be paid by the Lessee prior to the effective date of such assignment or sublease, including, without limitation, costs, fees and expenses in obtaining an opinion of bond counsel which the Lessor deems reasonably necessary to assure that the interest with respect to the Bonds will not be includable in gross income of the owners thereof for federal income tax purposes. Notwithstanding anything herein to the contrary, in the event the Premises are subleased or this Lease Agreement is assigned as a condition toprovided in this Section, Landlordthe Lessee shall, unless otherwise agreed to in writing, remain solely responsible for all Rental Payments due hereunder and the Lessor shall have no obligation to accept any Rental Payments from any sublessee or assignee hereunder.
(b) At any time after the Original Lease Termination Date and the payment in full of the Bonds, the Lessee shall have the right to assign this Lease Agreement or sublease the Premises with the prior written consent of the Lessor (which consent shall not be unreasonably withheld) so long as the Premises is used in the same manner as provided in Section 7(a) hereof. Approval of any assignment or sublease shall be given or denied within thirty (30) days of ▇▇▇▇▇▇’s written request therefor. Within fifteen (15) days of the receipt of such written request, the Lessor shall notify the Lessee of any additional information it will require prior to the delivery of its response required hereunder. The Lessee agrees to provide or cause to be provided any and all information requested by the Lessor with respect to any assignee of this Lease Agreement in connection with the Lessee’s request to assign this Lease Agreement or any sublessee of the Premises in connection with the Lessee’s request to sublease the Premises. The failure of the Lessor to reject the Lessee’s written request under this Section 16(b) within thirty (30) days of the receipt of such additional information (or thirty (30) days after receipt of the Lessee’s written request if no additional information is requested by the Lessor) shall be conclusively deemed to be consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for . All costs incurred by the proposed transferee Lessor and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred the Lessee in connection with such any assignment of this Lease Agreement or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use shall be paid by the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days Lessee on or prior to the effective date of such assignment or sublease. Notwithstanding anything herein to the proposed transfercontrary, along with all applicable documentation and other information necessary for Landlord to determine that in the requirements of event the Premises are subleased or this Section 13 have been satisfied, including if applicableLease Agreement is assigned as provided in this Section, the qualification of such proposed transferee as an affiliate of Tenant Lessee shall, unless otherwise agreed to in writ ing, remain solely responsible for all Rental Payments due hereunder and the Lessor shall have no obligation to accept any Rental Payments from any sublessee or a Related Entityassignee hereunder.
Appears in 1 contract
Sources: Lease Agreement
Assignment/Subletting. Except as provided herein, Tenant shall not assign this Lease, or in any manner transfer this Lease sublet or any estate or interest hereunder and shall not sublease license the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises by anybody other than Tenant (all or any of the foregoing actions are referred to as “Subleases” and all or any of the assignees, subtenants, licensees, and other such parties are referred to as “Subtenants”) without obtaining, on each occasion, the prior written consent of the Landlord, which . The Term “Sublease” shall not be unreasonably withheld, conditioned, or delayed. As part further include any transfer of Tenant’s interest in this Lease to a subsidiary or corporate affiliate of Tenant, including, but not limited to: (a) any Sublease to any entity succeeding to the business and assets of Tenant, whether by way of merger, consolidation or otherwise, or (b) any Sublease to any entity controlling or controlled by Tenant or controlled by the same persons who control Tenant. For purpo ses of clause (b), control shall mean possession of more than 50% ownership of the shares of beneficial interest of the entity in question. Tenant’s request for, and as a condition to, Landlord’s for consent to such assignment or subleasea Sublease shall include a copy of the fully negotiated but unsigned Sublease instrument, Tenant shall provide Landlord together with financial statements for detailed financial, business and other information about the proposed transferee and such other information as Subtenant. Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld withhold or delay its consent to a Sublease, provided that the Sublease is for the entire Premises or for no less than one floor of the Premises hereunder. There shall be no Sublease of less than one floor of the Building at any time. Notwithstanding the provisions hereof, in the event that Tenant desires to vacate the Building and proposes a Sublease for the space that Tenant then occupies, Landlord shall have the option (but not the obligation) to terminate the Lease with respect to the Premises effective upon the date of such proposed transfer to a third party Sublease and continuing for the Term by giving Tenant notice of such termination with in 15 business days after Landlord’s receipt of Tenant’s sole remedy request, provided that if Landlord terminates this Lease, it shall be an action recapture the Premises subject to enforce any such provision through specific performance or declaratory judgmentapproved Subleases then in place. If Tenant shall reimburse Landlord for its actual reasonable costs does make a Sublease hereunder, and expenses incurred if the aggregate monthly rent and other charges payable to Tenant under and in connection with such assignment Sublease (including without limitation any amounts paid for leasehold improvements or sublease requeston account of Tenant’s costs associated with such Sublease) exceed the monthly rent and other charges payable hereunder with respect to the space in question, Tenant shall pay to Landlord, as an additional charge, one half the surplus of the amount of such excess on a monthly basis. If the amount of rent and other charges payable under a Sublease or the comparable value given is not readily ascertainable, such amount may, at Landlord’s option, be deemed to equal the fair market rent then obtainable for the space in question. Notwithstanding any such Sublease, the origi nal Tenant named herein shall remain directly and primarily obligated under this Lease. Notwithstanding anything in this Lease Section to the contrary, so long as the Tenant is not in default acknowledges that there shall be no Sublease of the Premises except for a Sublease of the entire Premises or of one floor of the Premises.. If Tenant enters into any Sublease with respect to the Premises, Landlord may, at any time and from time to time require that such Subtenant agree directly with Landlord to be liable, jointly and severally, with Tenant to the extent of the obligations undertaken by or attributable to such Subtenant, for the performance of Tenant’s agreements under this Lease beyond applicable notice (including payment of rent and cure periodsother charges under the Sublease), and every Sublease shall so provide. Landlord may collect rent and other charges from the Subtenant and apply the net amount collected to the rent and other charges hereunder, but no such assignment or collection shall be deemed a waiver of the provisions of Section 4.9, or the acceptance of the Subtenant, as a tenant, or a release of Tenant from direct and primary liability for the further performance of Tenant’s covenants hereunder. The consent by Landlord to a particular ▇▇ ▇▇▇▇▇▇ shall not relieve Tenant from the requirement of obtaining the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityfurther Sublease.
Appears in 1 contract
Sources: Lease (Ikos Systems Inc)
Assignment/Subletting. Except as provided herein, Tenant Sublessee shall not assign or in any manner transfer this Lease nor any rights hereunder, nor let or any estate or interest hereunder and shall not sublease the Premises sublet all or any part thereof of the Sublease Premises, nor suffer or permit any person or corporation to use any part of the Sublease Premises, without first obtaining the prior express written consent of LandlordSublessor, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s Should Sublessor consent to such assignment of this Lease, or subleaseto a sublease of all or any part of the Sublease Premises, Tenant Sublessee does hereby guarantee payment of all rent herein reserved until the expiration of the term hereof and no failure of Sublessor to promptly collect from any assignee or sublessee, or any extension of the time for payment of such rents, shall provide Landlord with financial statements release or relieve Sublessee from its guaranty of obligation of payment of such rents. Sublessee shall be permitted to sublet or license portions of the Sublease Premises to be used and/or occupied by subtenants, licensees and/or concessionaires of Sublessee, upon notice to Sublessor and for the proposed transferee and such other information as Landlord may reasonably request. Tenant which Sublessor's consent shall not be entitled to receive monetary damages based upon a claim required, provided that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any all such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrarysubtenants, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to alicensees and/or concessionaires: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not shall use the Sublease Premises only for any the Permitted Uses, or for such other use than the use permitted uses as shall be consented to by this LeaseSublessor, and (ii) shall use and occupy the Sublease Premises in accordance with respect to an assignment to a Related Entity described in subsections (ii) the terms and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion conditions of the Premises to Prime Lease, and the Rules and Regulations made a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitypart hereof.
Appears in 1 contract
Sources: Sublease (BKF Capital Group Inc)
Assignment/Subletting. Except as provided hereinThis Lease may not be assigned by Tenant, and no part of the Leased Premises may be subleased by Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without the prior consent of Landlord, which consent shall not be unreasonably withheld. Landlord may condition the grant of such consent upon the Tenant’s payment of all attorney’s fees and costs incurred by the Landlord thereby, upon the delivery of such information as the Landlord reasonably requests in relation thereto, and upon receipt of a guarantee and indemnification acceptable to Landlord. If there is an assignment or subleasing without the express written consent of Landlord, which Landlord may collect Basic Annual Rent and Additional Rent from the assignee, subtenant or occupant and apply the net amount collected to the amounts due under this Lease; but such collection shall not be unreasonably withheld, conditioned, or delayed. As part deemed a waiver of Tenant’s request for, and as a condition to, Landlord’s consent right to such forbid the assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee sublease and such other information as Landlord may reasonably request. Tenant it shall not be entitled deemed to receive monetary damages based upon be the acceptance by Landlord of the assignee, subtenant or occupant as a claim Tenant hereunder, or as a release of performance of the obligations of Tenant. Each time that Landlord unreasonably withheld its consent to the Tenant submits a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord request for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained to permit the Tenant to assign or sublease, the Landlord has the option during the 90-day period following such request to end the term of this Lease of a date stated by Landlord, and Landlord has no liability to the Tenant if the assignment of the Lease is to a: (i) parent, subsidiary Landlord enters into a lease or affiliate of Tenant; (ii) company other agreement with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfersubtenant or assignee prior to, along with all applicable documentation and other information necessary for Landlord to determine that upon, or after such declaration by the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityLandlord.
Appears in 1 contract
Assignment/Subletting. Except A. Lessor shall have the right to sell or convey all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.
B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and the Permitted Sublessees and upon the particular purposes for which Lessee and the Permitted Sublessees intend to use the Properties in entering into this Lease. Without the prior written consent of Lessor which will not be unreasonably withheld and except as provided hereinbelow and for the Permitted Subleases: (i) except as provided in Section 24, Tenant Lessee shall not assign assign, transfer or in any manner transfer convey this Lease or any estate interest therein, whether by operation of law or interest hereunder and otherwise; (ii) Lessee shall not sublease sublet or license the Premises use of all or any part thereof of any of the Properties provided, however, in the event of a foreclosure of any leasehold mortgage, a substitute Lessee may be designated by Lessee's institutional Lender without the consent of Lessor or any Substitute Lessor; and (iii) in the event of a foreclosure of the Mortgage, a substitute Lessor may be designated provided Lessee's right of possession of the Properties is not disturbed without further consent. Nothing contained herein shall limit any assignment, pledge or transfer of any stock ownership interest in Lease or Guarantee, and nothing shall limit the transferability of interests in the Lessee and the Guarantor.
C. Notwithstanding the foregoing, Lessee shall have the right to sublease any of the Properties, without the prior written consent of LandlordLessor or Lender, which if the following conditions are satisfied:
(1) no Event of Default shall not have occurred and be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default continuing under this Lease beyond applicable notice and cure periods, the consent as of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of such sublease;
(2) any such sublease shall be subordinate to this Lease and the proposed transfer, along Mortgage corresponding to the Property to which such sublease relates;
(3) Lessee shall remain liable under this Lease notwithstanding such sublease; and
(4) the Properties subject to such subleases shall be used as Permitted Facilities and shall otherwise be operated and maintained in accordance with all applicable documentation the terms and other information necessary for Landlord to determine that the requirements conditions of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityLease.
Appears in 1 contract
Sources: Master Lease (Uno Restaurant Corp)
Assignment/Subletting. Except as provided herein, Tenant Lessee shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease sublet the Premises or any part thereof and Lessee shall not assign, transfer, pledge, mortgage or otherwise encumber this Lease, or any portion of the term thereof, without the prior previous written consent in each instance of LandlordLessor, which and Lessee shall furnish to Lessor copy of such proposed instrument; Lessor agreeing, however, not be to unreasonably withheld, conditionedwithhold or condition consent to subletting for any legitimate business not detrimental to the premises or adjacent property, or delayed. As part of Tenant’s request foroccupants thereof, and as a condition tonot more hazardous on account of fire or otherwise, Landlord’s consent and not creating wear and tear to such assignment or sublease, Tenant shall provide Landlord with financial statements the Premises more than the business for which the proposed transferee and such other information as Landlord may reasonably requestPremises are herein leased. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld In lieu of granting its consent to a proposed transfer subletting or assignment of this Lease, Lessor may, at its sole option, terminate this Lease by notice to a third party and Tenant’s sole remedy Lessee given within five (5) days from the receipt of request for permission to sublet or assign by Lessee. Such termination shall be an action effective on the same date as the commencement date of the proposed subletting or assignment requested by Lessee. Permission is, however, granted Lessee to enforce assign this Lease and also to sublet the Premises to any such provision through specific performance subsidiary corporation of Lessee, or declaratory judgmentparent corporation of Lessee, upon giving Lessor written notice of intent to so do. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such In the event of any assignment or sublease request. Notwithstanding anything in this Lease subletting, Lessee shall remain the principal obligor to the contraryLessor under all covenants of this Lease, so long as Tenant is not in default under this Lease beyond applicable notice and cure periodsby accepting any assignment or subletting, an assignee or sublessee shall become bound by and shall perform and shall become entitled to the consent benefit of all of the Landlord need not be obtained if terms, conditions and covenants by which the assignment Lessee hereunder is bound. In the event of the Lease is to a: (i) parent, subsidiary or affiliate a sale of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of Lessee’s assets, the shares Lessee shall either (a) cause the purchaser thereof to assume all of stock or assets Lessee’s obligations under this Lease from and after the date of Tenant; or such acquisition in writing, (ivb) pay Lessor the amount necessary to settle any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by outstanding claims under this Lease, if the purchaser does not assume this Lease and this Lease is terminated by Lessor prior to its Term (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iiiunder Section 2, including extensions thereof), such Related Entity has a tangible net worth equal or (c) find sublessee(s) or new tenants satisfactory to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, Lessor under terms acceptable to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityLessor.
Appears in 1 contract
Assignment/Subletting. Except as provided herein, (a) Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof not, without the Landlord's prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, conditioned or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parentassign, subsidiary hypothecate, mortgage, encumber, or affiliate of Tenantconvey this Lease or any interest under it; (ii) company with which Tenant may merge or consolidateallow any transfer thereof of any lien upon Tenant's interest by operation of law; (iii) corporation that acquires sublet the Premises in whole or in part. A transfer of a controlling interest in Tenant shall be deemed an assignment of this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises or to assign this Lease or any interest thereunder, such notice to include a copy of the proposed sublease or assignment. At anytime within fifteen (15) days after service of said notice, Landlord shall notify Tenant that:
(1) it consents to the sublease or assignment; or
(2) it refuses to consent to the sublease or assignment, and a failure to respond within said time period shall be deemed a refusal; or
(3) with respect to a Related Entity described in subsection (i) above, provided that such Related Entity does not use proposed sublease of the entire Premises for any other use than the use permitted by or an assignment of this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to , that it cancels the Lease effective as of the beginning of the proposed sublease term o r as of the effective date of such proposed assignment; or
(4) with respect to the proposed transfersublease of part of the Premises that, along effective as of the beginning of the sublease term, it amends the Lease to reduce the Premises by the portion of the Premises proposed to be sublet and further appropriately amends the Lease because of the reduction of the Premises. Under no circumstances shall Landlord be required to pay for any alterations to the Premises and Landlord may require a reasonable cash security deposit to cover the costs of restoration at the expiration of the sublease.
(b) The use for which the Premises may be sublet shall be only for lawful office use in keeping with all applicable documentation and other information necessary for Landlord to determine that the requirements general character of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityBuilding.
Appears in 1 contract
Sources: Lease (Cavalier Homes Inc)
Assignment/Subletting. Except as provided herein, (a) Tenant shall not: (i) assign this Lease without the prior consent of Landlord, which consent shall not assign be unreasonably withheld; (ii) mortgage or encumber Tenant’s interest in this Lease, in whole or in any manner transfer this Lease part; or any estate (iii) sublet, or interest hereunder and shall not sublease permit the subletting of, the Premises or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Notwithstanding the provisions of this Section 13.1, conditionedthe use of the Premises by any Person “affiliated” (as such term is defined below) with the Tenant or under the “common control” (as such term is defined below) of Comfort, as the case may be, shall not be deemed an assignment of this Lease or delayeda sublet of the Premises. As part For purposes of this Section 13.1(a), a Person shall be deemed to be an “affiliate” of the Tenant or under the “common control” of Comfort if such Person is a member of a “parent-subsidiary controlled group” or a member of a “brother-sister controlled group” which either Comfort or Tenant’s request for, and as the case may be, is a condition tomember.
(b) Notwithstanding the provisions otherwise set forth in this Article 13, Landlord’s consent to such assignment neither any reorganization, consolidation and/or restructuring of Tenant nor any sale or sublease, transfer of any stock of Tenant shall provide Landlord with financial statements for be deemed an assignment of this Lease or a sublet of the proposed transferee and such other information as Landlord may reasonably requestPremises.
(c) In no event shall any assignment of this Lease or any subletting of the Premises release Tenant from any liability hereunder. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party pay for any and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual all reasonable out-of-pocket costs and expenses incurred by Landlord, including reasonable attorneys’ fees, in connection with such any proposed assignment or sublease request. Notwithstanding anything in this Lease to the contrarysubletting, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary whether consummated or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitynot.
Appears in 1 contract
Assignment/Subletting. Except as provided hereinSubtenant shall not, Tenant shall not assign by operation of law or otherwise, assign, sell, mortgage, pledge or in any manner transfer or assign this Lease Sublease or any estate interest therein, transfer direct or interest hereunder and shall not sublease the Premises indirect control of Subtenant, or sublet all or any part thereof portion of the Subleased Premises, without the Sublandlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim delayed (provided that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, Subtenant obtains the consent of the Landlord need not be obtained if the assignment and Subtenant has complied with all terms and conditions of the Lease is pertaining thereto). In the event Sublandlord and Landlord consent to a: (i) parentany assignment of this Sublease, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially the assignee shall execute and deliver to Sublandlord an agreement in form and substance satisfactory to Sublandlord whereby the assignee shall assume all of Subtenant’s obligations under this Sublease. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting consented to, the shares of stock original Subtenant named herein and any other person(s) who at any time was or assets of Tenant; or (iv) were Subtenant shall remain fully liable on this Sublease. Subject to any corporation which is the successor corporation obligations set forth in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii)notwithstanding the foregoing, such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant Subtenant shall have the right, right to assign or sublease the Subleased Premises without LandlordSublandlord’s consent, to sublease or license a portion consent provided that Subtenant complies with the terms and conditions of Section 5.3.3 of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.
Appears in 1 contract
Assignment/Subletting. Except as provided herein, Tenant shall Lessee may not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires sublet all or substantially all of the shares Bond Financed Property or assign the rights and obligations herein without first obtaining written approval by Lessor for such assignment or sublet and then, only in conjunction with an assignment of stock the Ground Lease. Lessor approval of a proposed assignment or assets sublet of Tenant; all or substantially all of the Bond Financed Property shall not be unreasonably withheld provided that (i) the proposed assignee or sublessee is a party of similar financial worth to Lessee, and Lessee shall have provided Lessor with proof thereof, (ii) the proposed assignee or sublessee is experienced in the Permitted Uses (as defined in the Ground Lease) and Lessee shall have provided Lessor with proof thereof, (iii) the nature and character of the proposed assignee or sublessee, its business and activities and intended use of the Bond Financed Property are in Lessor’s reasonable judgment consistent with the requirements of this Facilities Lease, and is expressly subject to all of the terms and provisions of this Facilities Lease (which any assignee shall also expressly assume in writing) and to any matters to which this Facilities Lease is subject, including, without limitation, the Tax Certificate (as defined in the Indenture), and the Sublessee agrees in writing to perform all the Lessee’s covenants, and (iv) the granting of such consent will not constitute a default under any other agreement to which Lessor is a party or by which Lessor is bound; and further provided that Lessor shall never be required to accept or approve any such assignee or sublessee that would adversely affect or otherwise jeopardize Lessor’s “strategic seaport” classification by the United States Department of Defense. Consent by Lessor to any corporation which assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. Lessee shall at all times remain liable for the payment of Rent herein and for compliance with all of its other obligations under this Facilities Lease notwithstanding any assignment or subletting under the Lease. The foregoing is not intended to prevent the successor corporation in sublease by Lessee of less than substantially all of the event Bond Financed Property, or to require the consent of a corporate reorganization (a “Related Entity”)the Lessor with respect to any such sublease; provided, however, that Lessee shall deliver a copy each sublease to Lessor promptly after its execution and such sublease shall contain an express obligation on behalf of the sublessee to comply with all the terms and conditions of this Facilities Lease, and that no such sublessee shall (i) such Related Entity does not use the Premises Bond Financed Property for any other use than that is not permitted or that would affect the use permitted by this Lease, and tax-exempt status of the Series 2016 Bonds or (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to adversely affect or greater than $10,000,000.00. Landlord agrees that Tenant shall have otherwise jeopardize Lessor’s “strategic seaport” classification by the right, without Landlord’s consent, to sublease or license a portion United States Department of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityDefense.
Appears in 1 contract
Sources: Lease and Development Agreement (Fortress Transportation & Infrastructure Investors LLC)
Assignment/Subletting. Except as provided herein4.01 Subject to the terms of this Article 4, neither Tenant nor Tenant’s legal representatives or successors in interest by operation of law or otherwise, shall not assign assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior written consent of Landlord in each instance. The transfer of a majority of the issued and outstanding capital stock of any manner transfer corporate tenant or sublessee of this Lease or a majority of the total interest in any estate partnership or interest hereunder limited liability company tenant or sublessee or other entity, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, the conversion of a tenant or sublessee entity to either a limited liability company or a limited liability partnership or the merger or consolidation of a corporate tenant or sublessee, shall be deemed an assignment of this Lease or of such sublease; provided, however, that Landlord’s consent shall not sublease be required with respect to any such deemed assignment to a Related Entity of Tenant (or subtenant) if the terms and conditions of Section 4.09 are satisfied. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the Rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting if and to the extent such consent is otherwise required hereunder. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord’s prior written consent in each instance (unless consent is not required hereunder), which consent shall be granted or withheld in accordance with all applicable provisions of this Article 4 as if such sublease or assignment were made by Tenant (i.e., the provisions of this Article 4 shall be applied as if the references herein to Tenant were references to such sublessee seeking consent). A material modification, material amendment or extension (but not a termination) of a sublease which is not expressly contemplated in such sublease shall be deemed a sublease and shall be subject to all of the provisions of this Article 4. The listing of the name of a party or entity other than that of Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord’s consent to any assignment or sublease to, or occupancy of the Premises by, such party or entity. Notwithstanding anything to the contrary contained herein, transfers of ownership interests in Tenant on a recognized United States or foreign securities exchange or in an over-the-counter market or transfer of ownership interests in Tenant pursuant to a public offering shall not be deemed an assignment for purposes of this Lease. If any lien is filed against the Premises or the Building for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, whether or not actually performed, the same shall be discharged within twenty (20) days after Tenant has notice of such lien, at Tenant’s expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.
4.02 If Tenant desires to assign this Lease or sublet all or any portion of the Premises, then, in each such case, Tenant shall first submit in writing to Landlord a notice referencing this Section 4.02 together with a term sheet setting forth all of the following terms and conditions upon which Tenant is willing to assign this Lease or sublet the Premises, or portion thereof, whichever may be applicable, (a) in the case of a proposed subletting, the area proposed to be sublet, and, in the case of a proposed assignment such notice shall set forth Tenant’s intention to assign this Lease, (b) the term of the proposed subletting including the proposed dates of the commencement and the expiration of the term of the proposed sublease or the effective date of the proposed assignment, as the case may be, (c) the rents, work contributions, free rent and all other concessions and material economic provisions that are proposed to be included in the transaction, (d) in the case of a proposed subletting of less than the entire Premises where alterations are required to physically separate such portion of the Premises from the remainder of the Premises, which party shall perform such alterations and which party shall pay the cost thereof, and (e) in the case of a proposed subletting, the condition in which the Premises (or applicable portion thereof) shall be delivered by Tenant, and which shall be deemed an offer (a “Tenant’s Recapture Offer”): (i) with respect to a prospective assignment, to terminate or assign this Lease to Landlord without any payment of moneys or other consideration therefor by Landlord to Tenant, or, (ii) with respect to a sublease for all or a portion of the Premises for all or substantially all of the balance of the Term (i.e., term of sublease would expire with one (1) year or less remaining in the Term), to terminate this Lease with respect to the portion of the Premises covered by such sublease (the “Lease Termination Area”), or (iii) with respect to a prospective subletting, to sublet to Landlord (a “Leaseback”) the portion of the Premises involved (“Leaseback Area”) for the term specified by Tenant in Tenant’s Recapture Offer at Tenant’s proposed sub-rental, and otherwise on the terms, covenants and conditions (including provisions relating to escalation rents), as are contained in Tenant’s Recapture Offer. Tenant’s Recapture Offer shall specify the date when the Leaseback Area, the Lease Termination Area or the Premises, as the case may be, will be made available to Landlord, which date shall be in no event earlier than sixty (60) days nor later than two hundred seventy (270) days following the acceptance of Tenant’s Recapture Offer (the “Recapture Date”). Landlord shall have a period of thirty (30) days from the giving of such Tenant’s Recapture Offer to either accept or reject Tenant’s Recapture Offer as of the Recapture Date (it being understood that for purposes of this Article 4, “accepting” a Tenant’s Recapture Offer shall mean that Landlord shall elect, as permitted hereunder, to terminate this Lease with respect to the Premises (or applicable portion thereof), require Tenant to assign this Lease to Landlord or sublease the applicable portion of the Premises to Landlord, as the case may be). If Landlord fails to respond to Tenant’s Recapture Offer within the thirty (30) day period, then Tenant shall have the right to deliver a second notice to Landlord (a copy of which, as a condition to its effectiveness, must be sent to Landlord’s notice parties set forth in Article 27) requesting Landlord’s response to Tenant’s Recapture Offer, which request shall state in bold upper case letters at the top of the first page as follows: “THIS IS A TIME SENSITIVE NOTICE AND SUBJECT TO THE PROVISIONS OF SECTION 4.02 OF THE LEASE LANDLORD SHALL BE DEEMED TO HAVE ELECTED NOT TO EXERCISE ANY OF ITS RIGHTS UNDER SECTION 4.02 OF THE LEASE WITH RESPECT TO TENANT’S RECAPTURE OFFER.” If Tenant shall have delivered such reminder notice to Landlord, and Landlord shall fail to respond to such reminder notice within ten (10) days thereafter, and provided that Tenant has otherwise complied with all of Tenant’s obligations under this Article 4 in connection with such request, then Landlord shall be deemed to have elected not to exercise any of its rights set forth in this Section 4.02 with respect to Tenant’s Recapture Offer, but the remaining provisions of this Article 4, including, without limitation, Section 4.07, shall govern and control Tenant’s desire to assign this Lease or sublet all or any portion of the Premises. Notwithstanding anything contained herein to the contrary, the provisions of this Section 4.02 shall not apply to an assignment of this Lease or sublet of the Premises or portion thereof to a Related Entity that is permitted without Landlord’s consent pursuant to Section 4.09. Provided Tenant is not then in monetary default under this Lease or in default under any Leaseback, in either case, beyond any applicable notice or cure period (and taking into account the provisions of Section 4.05), the sub-rental due and payable by Landlord to Tenant under each Leaseback shall be automatically credited as and when due under such Leaseback(s) against the next installment(s) of Rent thereafter becoming due under this Lease (it being agreed that the provisions hereof shall not be unreasonably withhelddeemed to diminish Landlord’s or Tenant’s rights under such Leaseback(s)) (e.g., conditionedif a monthly payment of $20,000 is payable by Landlord to Tenant on or before May 1st pursuant to a Leaseback between Landlord and Tenant and Tenant is not then in monetary default under this Lease or in default under the Leaseback, in either case, beyond any applicable notice or cure period, such $20,000 shall be automatically credited against the Rent payable by Tenant to Landlord under this Lease on such May 1st and such credit shall be deemed a payment by Landlord of the sub-rental payable under such Leaseback).
4.03 If Landlord exercises its option to terminate this Lease pursuant to Section 4.02 (whether with respect to the entire Premises or a portion thereof), then (i) the Term (with respect to the applicable portion of the Premises) shall end on the Recapture Date and (ii) Tenant shall surrender to Landlord and vacate the Premises (or applicable portion thereof) on or before such date in the same condition as is otherwise required upon the expiration of this Lease by its terms, (iii) the Rent and Additional Rent due hereunder shall be paid and apportioned to such date, and (iv) Landlord shall be free to lease the Premises (or the applicable portion thereof) to any individual or entity including, without limitation, Tenant’s proposed assignee or subtenant.
4.04 If Landlord shall accept Tenant’s Recapture Offer pursuant to Section 4.02, Tenant shall then execute and deliver to Landlord, or delayedto anyone designated or named by Landlord, an assignment or sublease, or deliver to Landlord a surrender agreement, as the case may be, in any such case in a form reasonably satisfactory to Landlord’s counsel and Tenant’s counsel. As If a sublease is so made it shall expressly:
(i) permit Landlord to make further subleases of all or any part of the Leaseback Area and (at no cost or expense to Tenant) to make and authorize any and all changes, alterations, installations and improvements in such space as necessary; provided, however, that if any such changes, alterations, installations or improvements constitute Specialty Alterations which Tenant is required to remove hereunder prior to the end of the Term (it being agreed that for purposes hereof, such changes, alterations, installations or improvements shall be deemed to be Specialty Alterations regardless of whether Landlord has advised Tenant thereof as required in Section 8.01(b)), then, at Landlord’s option (or, in the case of a sublease that expires more than one (1) year prior to the end of the Term of this Lease, at Tenant’s option), Landlord shall either (1) remove such Specialty Alterations prior to the end of the term of the applicable sublease, or (2) waive Landlord’s right to require Tenant to remove such Specialty Alterations at the end of the Term of this Lease;
(ii) provide that Tenant will at all times permit reasonably appropriate means of ingress to and egress from the Leaseback Area;
(iii) negate any intention that the estate created under such sublease be merged with any other estate held by either of the parties;
(iv) provide that Landlord shall accept the Leaseback Area in the condition set forth in the Recapture Notice with respect to delivery of the Leaseback Area by Tenant;
(v) provide that at the expiration of the term of such sublease Tenant will accept the Leaseback Area in its then existing condition, subject to the obligations of Landlord pursuant to clause (i) above and the obligations of Landlord to make such repairs thereto as may be necessary to preserve the Leaseback Area in good order and condition, ordinary wear and tear excepted.
4.05 Landlord shall indemnify and save Tenant harmless from all obligations under this Lease as to the Leaseback Area during the period of time it is so sublet, except for Fixed Annual Rent and Additional Rent, if any, due under this Lease, which are in excess of the rents and additional sums due under such sublease. Subject to the foregoing, performance by Landlord, or its designee, under a sublease of the Leaseback Area shall be deemed performance by Tenant of any similar obligation under this Lease and any default under any such sublease shall not give rise to a default under a similar obligation contained in this Lease, nor shall Tenant be liable for any default under this Lease or deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of the tenant under such sublease or is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease.
4.06 Following the expiration of Landlord’s right to recapture pursuant to Section 4.02 (and Landlord’s failure (or deemed failure) to accept Tenant’s Recapture Offer in accordance with the term thereof) with respect to a particular assignment or subletting, if Tenant proceeds to request forLandlord’s consent to said particular assignment or subletting, Tenant shall submit in writing to Landlord (i) the name and address of the proposed assignee or sublessee, (ii) a duly executed counterpart of the proposed agreement of assignment or sublease, (iii) reasonably satisfactory information as to the nature and character of the business of the proposed assignee or sublessee and as to the nature of its proposed use of the space, and (iv) except with respect to a Non-Financial Sublease (as hereinafter defined), banking, financial or other credit information relating to the proposed assignee or sublessee reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or sublessee. Landlord shall respond to such a consent request (pursuant to the terms and conditions of Section 4.07) within thirty (30) days after Tenant gives such request to Landlord. If Landlord fails to respond within such thirty (30) day period, then Tenant shall have the right to deliver a second notice to Landlord (a copy of which, as a condition toto its effectiveness, must in addition be sent to Landlord’s notice parties set forth in Article 27) requesting Landlord’s consent to such assignment or subleasesublet, Tenant which request shall provide Landlord with financial statements for state in bold upper case letters at the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent top of the Landlord need not be obtained if the assignment of the Lease is to afirst page as follows: (i) parent“THIS IS A TIME SENSITIVE NOTICE AND, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); providedSUBJECT TO THE PROVISIONS OF SECTION 4.06 OF THE LEASE, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that LANDLORD SHALL BE DEEMED TO HAVE APPROVED TENANT’S ASSIGNMENT OR SUBLET REQUEST.” If Tenant shall have the rightdelivered such second notice to Landlord, without Landlord’s consent, and Landlord shall fail to sublease or license a portion of the Premises respond to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written second notice at least within ten (10) days prior thereafter, then Landlord shall be deemed to have consented to such assignment or sublet. Tenant may give the effective date of the proposed transfer, along with all applicable documentation notices under Section 4.02 and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant 4.06 concurrently (either in a single combined notice or a Related Entityin separate notices).
4
Appears in 1 contract
Assignment/Subletting. Except as provided herein, SALE ------------------------------------------
14.1 Assignment and Subletting -------------------------
(a) The Tenant shall not assign this Lease in whole or in part, nor sublet all or any manner part of the Premises, nor grant any license or part with possession of the Premises or transfer any other right or interest under this Lease, without the prior written consent of the Landlord in each instance, which consent shall not be unreasonably withheld, so long as the proposed assignment or sublease complies with the provisions of this Article. Notwithstanding the foregoing, no consent of the Landlord shall be required in the event that the Tenant assigns or sublets the whole or any portion of the demised premises to a corporate entity controlled by, or affiliated to the Tenant or to a corporation which controls the Tenant.
(b) Notwithstanding any assignment or sublease, the Tenant shall remain fully liable on this Lease or any estate or interest hereunder and shall not sublease be released from performing any of the terms, covenants and conditions of this Lease.
(c) If the Premises or any part thereof are sublet or occupied by anyone other than the Tenant, then if and when the Tenant is in default in the payment of any of the Rent reserved hereunder, the Landlord may collect rent payable to the Tenant by such person(s) directly and apply it to the outstanding unpaid Rent reserved hereby.
(d) No assignment shall be made or proposed other than to persons, firms, partnerships, or bodies corporate who undertake in favour of the Landlord to perform and observe the obligations of the Tenant hereunder by entering into an assumption agreement directly with the Landlord.
(e) The prohibition against assigning or subletting without the prior written consent required by this Article shall be construed to include a prohibition against any assignment or sublease by operation of Landlord, which law.
(f) The consent by the Landlord to any assignment or sublease shall not be unreasonably withheld, conditioned, or delayed. As part constitute a waiver of Tenant’s request for, and as a condition to, Landlord’s the necessity of such consent to such any subsequent assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.
Appears in 1 contract
Sources: Lease (Onvia Com Inc)
Assignment/Subletting. Except as provided hereinThis Lease may not be assigned by Tenant, Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease a▇▇ ▇▇ part of the Leased Premises or any part thereof without may be subleased by Tenant, w▇▇▇▇▇▇ the prior written consent of Landlord, which consent shall not be unreasonably withheld. Landlord may condition the grant of such consent upon the Tenant's payment of all attorney's -FEES and costs incurred by the Landlord thereby, conditioned, or delayed. As part upon delivery of Tenant’s request forsuch information as the Landlord reasonably requests in relation thereto, and as upon receipt of a condition to, guarantee and indemnification acceptable to Landlord’s consent to such . If there is an assignment or subleasesubleasing without the express written consent of Landlord, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant collect Basic Annual Rent and Additional Rent from the assignee, subtenant or occupant and apply the net amount collected to the amounts due under this Lease; but such collection shall not be entitled deemed a waiver of Landlord's right to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such forbid the assignment or sublease request. Notwithstanding anything in this Lease and it shall not be deemed to be the contraryacceptance by Landlord of the assignee, so long sub tenant or occupant as a Tenant is not in default under this Lease beyond applicable notice and cure periodshereunder, or as a release of performance of the obligations of Tenant Each time that the Tenant submits a request for the consent of the Landlord need not be obtained to permit the Tenant to assign or sublease, the Landlord has the option during the 90 day, period following such request to end the term of this Lease as of a date stated by Landlord, ▇▇▇ ▇▇▇dlord has no liability to the Tenant if the assignment of the Lease is to a: (i) parent, subsidiary Landlord enters into a lease or affiliate of Tenant; (ii) company other agreement with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfersubtenant or assignee prior to, along with all applicable documentation and other information necessary for Landlord to determine that upon, or after such declaration by the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityLandlord.
Appears in 1 contract
Assignment/Subletting. (a) Tenant shall not, voluntarily or by operation of law, assign, mortgage, pledge, hypothecate or encumber this Lease, or sublet all or a portion of the Premises, without Landlord’s prior written consent, which consent may be granted or withheld by Landlord in its sole and absolute discretion. An assignment of this Lease by Tenant shall be deemed to have occurred if in a single transaction or in a series of transactions the ownership interests (whether stock, partnership interests, membership interests or other) of Tenant or any parent company of Tenant are transferred, diluted, reduced or otherwise affected with the result that the present owners have less than a 51% ownership interest in Tenant or the parent company, as applicable, or cease to control the management and operation of Tenant or the parent company, as applicable. Notwithstanding anything to the contrary, the provisions of this subsection shall not apply to Tenant or any parent company of Tenant so long as its stock is publicly traded on a recognized national securities exchange; provided if Tenant or any parent company of Tenant ceases to be publicly traded, the provision of this section shall apply thereafter, based on the ownership of Tenant or the parent company at the time it became privately owned. Except as provided hereinotherwise expressly permitted hereunder, Tenant shall not assign allow any other person or entity to occupy the Premises (or any portion thereof). Landlord’s consent to an assignment or subletting shall not be deemed a consent to any subsequent assignment or subletting. Landlord shall be entitled to, and Tenant shall remit to Landlord, any profit that may inure to Tenant as a result of an assignment of this Lease or subletting of the Premises (or portion thereof). Landlord shall have the right to directly collect the rent payable by any subtenant of Tenant and apply the same to Tenant’s obligations under this Lease, and no further instruments shall be required for Landlord to exercise such right; provided Tenant agrees to execute and cause its subtenant to execute any instruments reasonably requested by Landlord for the purposes of allowing it to collect such rents.
(b) At the time Tenant requests Landlord’s approval of any proposed assignment of this Lease or subletting of the Premises, Tenant shall pay Landlord the sum of Five Hundred and No/100 Dollars ($500.00) to cover the cost of processing such request, including, but not limited to, administrative costs and legal fees. Tenant shall deliver to Landlord copies of all documents executed in connection with any manner transfer permitted assignment of this Lease or any estate or interest hereunder and shall not sublease permitted subletting of the Premises or any part thereof without the prior written consent of Landlordby Tenant, which shall not documents must be unreasonably withheldin form and substance reasonably satisfactory to Landlord; provided, conditioned, or delayed. As part any assignee of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything interest in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate must assume all of Tenant; ’s obligation and liabilities hereunder, and any subtenant of Tenant must agree (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all for the benefit of the shares of stock or assets of Tenant; or (ivLandlord) to any corporation which is comply with all the successor corporation in the event terms of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect No acceptance by Landlord of any Rent or other sum from an assignee or sublessee shall be deemed a consent to an Tenant’s assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to of this Lease or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion subletting of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitypart thereof).
Appears in 1 contract
Assignment/Subletting. Except as provided herein, Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof not, without the Landlord's prior written consent of Landlord, which consent shall not be unreasonably withheld:
(a) Assign, conditionedhypothecate, mortgage, encumber, or delayedconvey this Lease or any interest under it;
(b) Allow any transfer thereof or any lien upon Tenant's interest by operation of law;
(c) Sublet the demised premises in whole or in part; or
(d) Permit the use or occupancy of the premises by any party other than Tenant, it agents, employees, guests, invitees and licensees. As part The following special provisions relate to cancellation of Tenant’s request forthe Lease upon assignment or subletting:
(1) If Tenant desires at any time to assign this Lease or to sublet the premises or any portion thereof, and as a condition to, Landlord’s consent it shall first notify Landlord in writing of its desire to do so not less than forty-five (45) days prior to the proposed effective date of such assignment or subleasesubletting, Tenant shall provide Landlord with financial statements for such notice to include (a) the name of the proposed transferee subtenant or assignee; (b) the nature of the proposed subtenant or assignee's business to be carried on in the premises; (c) the terms and provisions of the proposed sublease or assignment; (d) such other financial information as Landlord may reasonably requestrequest concerning the proposed subtenant or assignee; and (e) an executed copy of the instrument of assignment or sublease. At any time within ten (10) working days after Landlord's receipt of the notice and the above required information in a form and content satisfactory to Landlord, Landlord shall notify the Tenant that:
(i) it consents to the sublease or assignment; or
(ii) it refuses to consent to the sublease or assignment; or
(iii) with respect to the proposed assignment or sublease of the entire premises that it cancels the Lease effective as of the beginning of the sublease term or assignment; or
(iv) with respect to the proposed sublease of part of the premises that, effective as of the beginning of the sublease term, it amends the Lease to reduce the premises by the portion of the premises proposed to be sublet and further appropriately amends the Lease because of the reduction of the premises.
(2) The use for which the premises may he sublet shall be only for lawful office use in keeping with the general character of the Building.
(3) If Tenant shall sublet or assign the demised premises at a rental in excess of the Base Rent and any additional rent herein provided, any profit generated after reduction of Tenant's expenses related to such sublet, amortized over the remaining term of the Lease, shall be divided equally between Landlord and Tenant. Tenant expenses shall be limited to reasonable legal fees, commissions, Tenants improvements paid for by Tenant and moving allowance paid by Tenant to the Sublessee. Any assignment or subletting shall not release Tenant of liability under this Lease or permit any subsequent prohibited act, unless specifically provided in such consent. Tenant agrees to pay to Landlord, on demand, all reasonable costs incurred by Landlord in connection with any request by Tenant of Landlord in connection with any consent to any assignment or subletting by Tenant not to exceed $1,000.00. No assignment shall be entitled binding on Landlord unless such assignee or Tenant shall deliver to receive monetary damages based upon Landlord a claim that Landlord unreasonably withheld its counterpart of such assignment and an instrument which contains a covenant of assumption by the assignee satisfactory in substance and form to Landlord.
(4) Tenant shall have the right to assign or transfer any interest in this Lease without Landlord's consent to a proposed transfer to a third party and Tenant’s sole remedy "Related Transferee," which term shall be an action to enforce mean any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to afollowing: (i) parent, Tenant's parent or any subsidiary or affiliate of Tenant; (ii) company with which , or a successor to Tenant may merge by way of merger, consolidation, corporate reorganization, or consolidate; (iii) corporation that acquires the purchase of all or substantially all of Tenant's assets. Any transfer, sale, pledge or other disposition and/or power to vote the outstanding shares of corporate stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as be deemed an affiliate of Tenant or a Related Entityassignment.
Appears in 1 contract
Sources: Lease (Option Care Inc/De)
Assignment/Subletting. Except as provided herein, Tenant shall not assign assign, mortgage or in any manner transfer encumber this Lease Lease, or any estate sublet, underlet, license or interest hereunder and shall not sublease permit the Demised Premises or any part thereof to be used by others, whether voluntarily or by operation of law or otherwise, without the prior written consent of Landlord, Landlord in each instance which consent shall not be unreasonably withheld. If this lease be assigned or if the Demised Premises or any part thereof be underlet or occupied by anyone other than Tenant, conditionedwithout Landlord consent, Landlord may collect rent from the assignee, undertenant or occupant and apply the net amount collected to all rent herein reserved, but no such collection on account of such assignment, underletting, or delayedoccupancy shall be deemed a waiver of this covenant or the acceptance of the assignee, undertenant or occupant as tenant, or a release of the performance of the covenants on Tenant's part herein contained. As A consent by Landlord to an assignment or subletting shall not in any manner be construed to relieve Tenant or any assignee or undertenant from obtaining the consent in writing of Landlord to any further assignment or underletting nor shall it be construed as relieving Tenant or its assignor of its obligations hereunder. For the purpose of this ARTICLE 28 it shall be "reasonable" for Landlord to withhold consent to sublease or assignment for, among other things, (a) failure of subtenant/assignee to demonstrate that it has an SIC number (See ARTICLE 46) which does not invoke I.S.R.A., or (b) failure of subtenant/assignee to deliver a certificate that it has never been cited for any environmental violation, or (c) failure of subtenant/assignee to deliver the affidavit required by ARTICLE 46 and which shows subtenant/assignee's operations do not include the use of hazardous or toxic substances as defined by I.S.R.A., or (d) failure of subtenant/assignee to certify that its use of the demised premises will conform with all applicable zoning ordinances and other statutes, ordinances, rules and regulations applicable to the demised premises, or (e) the subtenant's/assignee's use being hazardous, unsafe, or inconsistent with existing Casualty Insurance Company's requirements or recommendations or those of applicable Fire Rating Organization, or (f) a prospective increase in building insurance on account of the nature of subtenant's/assignee's use, or (g) anything else which is inimical to Landlord's interests and/or the building of which the demised premises is a part. In the event of either subletting or assignment, Tenant shall remain responsible hereunder jointly and severally with subtenant or assignee. If landlord consents to an assignment, there shall be payable to Landlord by assignee and Tenant jointly and severally the consideration paid for the assignment. If the assignment is made in the context of a sale of other assets from Tenant to assignee, and the allocation of sale price to the assignment is less than market value, assignee and Tenant jointly and severally shall be responsible to pay Landlord the market value of the assignment. The aforesaid shall be payable to landlord in additional to all rentals and other monies due hereunder to Landlord. If Landlord consents to a subletting, there shall be payable to Landlord by subtenant and Tenant, jointly and severally, the difference between the reserved rent and additional rent herein on the one hand and the rent and additional rent paid pursuant to the sublease on the other hand if the latter is greater than the former. The aforesaid shall be payable to the Landlord at the time rental under the sublease is payable to the Tenant and is in addition to all rentals and additional rentals and other monies due hereunder to Landlord. Tenant shall in all events provide Landlord with a certified true copy of the proposed assignment or sublease with its application for consent, and shall provide Landlord with a certified true copy of the fully executed copy of the assignment or sublease, if consented to, within five (5) days after execution. Anything above to the contrary notwithstanding, in the event Tenant desires to assign this lease or to sublet all or part of Tenant’s request forthe Demised Premises, and as a condition toLandlord shall have the right, Landlord’s within thirty (30) days after receipt of application from Tenant for consent to such assignment or subleasesubletting, Tenant shall provide Landlord together with financial statements for a certified copy of the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in to terminate this Lease by giving Tenant notice of its election to do so, and such termination shall become effective (as if it were the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent originally scheduled expiration date of the Landlord need not be obtained if the assignment term of the Lease is to a: (iLease) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all on the commencement date of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to proposed sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transferassignment, along with as the case may be, but in no event later than thirty (30) days after giving such notice, and the basic annual rent and all applicable documentation other charges payable by Tenant shall be adjusted and other information necessary for apportioned as of the date of termination. If Landlord consents, as above to determine that the requirements of this Section 13 have been satisfied, including if applicableany assignment or sublease, the qualification same shall not construed in anywise to void Landlord's option as herein contained in the event of such proposed transferee any further assignment or subletting. Once the application for the consent is made as an affiliate of above, it may not be withdrawn by Tenant or a Related Entityuntil thirty (30) day period has expired.
Appears in 1 contract
Sources: Lease Agreement (Micronetics Inc)
Assignment/Subletting. Except as provided hereinThis Lease may not be assigned by Tenant, Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease no part of the Premises or any part thereof Lea▇▇▇ ▇▇emises may be subleased by Tenant, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Landlord may condition the grant of such consent upon the Tenant's payment of all attorney's fees and costs incurred by the Landlord thereby, conditioned, or delayed. As part upon delivery of Tenant’s request forsuch information as the Landlord reasonably requests in relation thereto, and as upon receipt of a condition to, guarantee and indemnification acceptable to Landlord’s consent to such . If there is an assignment or subleasesubleasing without the express written consent of Landlord, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant collect Basic Annual Rent and Additional Rent from the assignee, subtenant or occupant and apply the net amount collected to the amounts due under this Lease; but such collection shall not be entitled deemed a waiver of Landlord's right to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such forbid the assignment or sublease requestand it shall not be deemed to be the acceptance by Landlord of the assignee, subtenant or occupant as a Tenant hereunder, or as a release of performance of the obligations of Tenant. Notwithstanding anything in this Lease to Each time that the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, submits a request for the consent of the Landlord need not be obtained to permit the Tenant to assign or sublease, the Landlord has the option during the 90 day period following such request to end the term of this Lease as of a date stated by Landlord, and Landlord has no liability to the Tenant if the assignment of the Lease is to a: (i) parent, subsidiary Landlord enters into a lease or affiliate of Tenant; (ii) company other agreement with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfersubtenant or assignee prior to, along with all applicable documentation and other information necessary for Landlord to determine that upon, or after such declaration by the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityLandlord.
Appears in 1 contract
Sources: Consent to Assignment (Tactical Air Defense Services, Inc.)
Assignment/Subletting. Except as provided hereinotherwise permitted by the Master Lease, Tenant Subtenant shall not assign or otherwise transfer its interest in any manner transfer and to this Lease Sublease nor sublet all or any estate or interest hereunder and shall not sublease portion of the Subleased Premises or any part thereof without the prior written consent of Landlord, Sublandlord (which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use any assignment, sublease or transfer by Subtenant shall further be subject to the Premises for any terms of Section 17 of the Master Lease. If an assignment, sublease, or other use than the use transfer is permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, Master Lease without Master Landlord’s consent, to then such assignment, sublease or license a portion other transfer shall also be permitted without Sublandlord’s consent so long as such assignment, sublease or transfer complies with the applicable terms and conditions of the Premises Master Lease relating thereto. Subject to Master Landlord’s approval of the following, for the purpose of this Sublease, if Subtenant’s stock is traded on a Related Entity described nationally recognized public exchange, any sale or transfer of Subtenant’s capital stock, redemption or issuance of additional stock of any class shall not be deemed an assignment, subletting or any other transfer of the Sublease or the Subleased Premises. In no event shall any sublease, assignment or other transfer by Subtenant release Subtenant from any liability under this Sublease. Sublandlord shall be entitled to one half of any “excess rental” (as defined herein) gained in subsection connection with any assignment, sublease or other transfer by Subtenant. For the purpose of this Section, “excess rental” shall mean all the consideration payable to Subtenant by any assignee, subtenant or transferee that exceeds the Rent payable under this Sublease less (i) reasonable leasing commissions; (ii) payment attributable to the amortization of the cost of improvements made to the Subleased Premises at Subtenant’s cost; and (iii) any other reasonable, documented out-of-pocket costs related to Subtenant securing an assignee, subtenant or assignee. Excess rental shall not include any consideration received by Subtenant in connection with an assignment arising from a sale of substantially all of Subtenant’s assets or stock or payments. In addition, if Sublandlord has incurred any adverse monetary impacts from the cap on Subtenant’s obligation to pay its pro rata share of Additional Rent as set forth in Section 3.3 above, provided that then Subtenant shall reimburse Sublandlord for all such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to amounts on the effective date of the proposed an assignment, sublease or other transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicablethereafter, the qualification cap on increases in Subtenant’s pro rata share of such proposed transferee as an affiliate of Tenant or a Related EntityAdditional Rent shall be null and void.
Appears in 1 contract
Sources: Sublease (Marchex Inc)
Assignment/Subletting. Except (a) In the event Licensor mortgages, grants a security interest in or otherwise collaterally assigns its interest in this Agreement or in any License, Licensee will execute and deliver to Licensor’s lender or other party to whom such interest is granted (i) an Estoppel certificate certifying as provided hereinto such reasonable matters as are customarily expressed to lenders in transactions of the type contemplated and (ii) a subordination, Tenant attornment and non-disturbance agreement pursuant to which any interest Licensee may have in any Tower Facilities by reason of this Agreement or any License is subordinated to a mortgage lien or other security interest granted in favor of Licensor’s lenders; provided, Licensee shall only be obligated to enter into any such subordination, attornment and non-disturbance agreement if, pursuant to the terms thereof, the lender agrees not to disturb Licensees interest in any of the Tower Facilities arising from this Agreement or any License so long as Licensee continues to perform its obligations according to the terms hereof and thereof.
(b) Licensee may not assign or in transfer (by operation of law or otherwise) this Agreement, any manner transfer this Lease License or any estate or interest hereunder and shall not sublease the Premises or any part thereof its interests therein without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease requestLicensor. Notwithstanding anything in this Lease to the contrary, foregoing and so long as Tenant Licensee is not then in default under Default, Licensee may assign this Lease beyond applicable Agreement or any individual License with prior written notice and cure periodsto Licensor, the consent to any of the Landlord need not be obtained if the assignment of the Lease is to afollowing: (i) parentany corporation, subsidiary partnership or affiliate of Tenantother entity which controls, is controlled by or under common control with Licensee, provided that Licensee shall continue to remain liable to Licensor hereunder; (ii) company with which Tenant may merge any corporation or consolidateother entity resulting from the merger of consolidation of Licensee; (iii) corporation that any corporation, partnership, or other entity, or person which acquires all or substantially all of the shares assets of or fifty percent (50%) or more of the stock or assets of Tenantinterest in Licensee; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use assignee assumes in full the Premises for obligations of Licensee under the License. In no event may Licensee sublet, sublease, or permit any other similar use of any Tower Facility by any party other than an entity which is (and continues to be) an Affiliate of Licensee. In no event may Licensee diplex signals, grant any shared use rights, or utilize digital or analog interconnect facilities for itself or others.
(c) Licensor may freely assign this Agreement or any License or any interest therein so long as any such assignee agrees in writing to assume Licensor’s obligations hereunder. Upon any such assignment, Licensor shall be released from any further obligations hereunder accruing from or after the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of any such proposed transferee as an affiliate of Tenant or a Related Entityassignment.
Appears in 1 contract
Sources: Site Agreement
Assignment/Subletting. Except as provided herein, 9.1. Tenant shall not assign or in any manner transfer this Lease or any estate of Tenant’s rights or interest hereunder and shall not sublease obligations hereunder, or sublet or permit anyone to occupy the Premises or any part thereof thereof, without the prior written consent of Landlord which may be withheld in Landlord, which ’s absolute sole discretion. No assignment or transfer of this Lease may be effected by operation of law or otherwise without Landlord’s prior written consent. The consent of Landlord to any assignment or subletting shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and construed as a condition towaiver or release of Tenant from liability for the performance of all covenants and obligations to be performed by Tenant under this Lease. The transfer, whether a single transfer or multiple transfers, of fifty percent (50%) or more of the ownership interests of Tenant within a twelve (12) month period shall be deemed equivalent to an assignment or subletting requiring consent of Landlord. Any attempted assignment or subletting made without Landlord’s consent to such assignment shall, at the option of Landlord, be deemed an Event of Default under this Lease. Landlord’s acceptance or subleasecollection of rent from any assignee, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant subtenant or occupant shall not be entitled to receive monetary damages based upon construed (a) as a claim that Landlord unreasonably withheld its consent to or acceptance of such assignee, subtenant or occupant as a proposed transfer tenant, (b) as a waiver by Landlord of any provision hereof, (c) as a waiver or release of Tenant from liability for the performance of any obligation to a third party and be performed under this Lease by Tenant, or (d) as relieving Tenant or any assignee, subtenant or occupant from the obligation of obtaining Landlord’s prior written consent to any subsequent assignment, subletting or occupancy. Tenant hereby assigns to Landlord any rent due from any assignee, subtenant or occupant of Tenant as security for Tenant’s sole remedy shall be an action performance of its obligations pursuant to enforce any such provision through specific performance or declaratory judgment. this Lease; provided, however, that Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with have the right to collect such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so rent as long as Tenant is not in default Event of Default under the terms of this Lease beyond applicable Lease. Tenant authorizes each such assignee, subtenant or occupant to pay such rent directly to Landlord if such assignee, subtenant or occupant receives written notice and cure periods, the consent of the from Landlord need not specifying that such rent shall be obtained if the assignment of the Lease is paid directly to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in Landlord. In the event of a corporate reorganization (a “Related Entity”); providedEvent of Default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, howeverLandlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. Landlord may consent to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with assignees of Tenant, that (i) without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and such Related Entity does action shall not use the Premises for any other use than the use permitted by relieve Tenant of liability under this Lease. Tenant shall not mortgage this Lease without Landlord’s consent, which consent may be granted or withheld in Landlord’s reasonable discretion. All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. Tenant shall pay to Landlord a Seven Hundred Fifty and 00/100 Dollar (ii$750.00) processing fee as well as expenses (including reasonable attorneys’ fees) incurred by Landlord in connection with respect Tenant’s request for Landlord to an assignment give its consent to a Related Entity described in subsections (ii) and (iii)any assignment, such Related Entity has a tangible net worth equal subletting, occupancy or mortgage, whether or not Landlord consents thereto.
9.2. Notwithstanding anything herein to or greater than $10,000,000.00. Landlord agrees that the contrary, Tenant shall have the right, without Landlord’s consent, but upon prior written notice to Landlord to assign this Lease to (i) any parent, subsidiary or affiliate of Tenant, (ii) an entity which is the result of a consolidation, merger or other reorganization of Tenant, (iii) an entity acquiring all or substantially all of the stock or assets of Tenant; (iv) a capital stock institution which is the result of the conversion from a mutual institution to a capital stock institution and the sale or transfer of stock associated therewith, provided that as a result of such conversion the former holders of the mutual institution become the beneficial owners of the capital stock institution in the same pro-rata ownership (collectively, “Permitted Transferee”), provided such Permitted Transferee has a net worth and creditworthiness which are at least equal to or greater than those of Tenant on the date of execution of this Lease and provided that such Permitted Transferee assumes, in full, the obligations of Tenant under this Lease, and such assignment shall not relieve Tenant of its obligations hereunder.
9.3. If at any time Tenant intends to assign, sublet or otherwise transfer all or part of the Premises or this Lease, then Tenant shall give written notice to Landlord (“Sublease Proposal Notice”) of the area proposed to be assigned or sublet (the “Proposed Sublet Space”) and the term for which Tenant desires to sublet the Proposed Sublet Space, the name of the proposed subtenant or assignee and such other information as Landlord shall reasonably request.
9.4. After receipt of Tenant’s Sublease Proposal Notice, Landlord shall also have the right in its sole and absolute discretion, in addition to Landlord’s rights in Section 9.1, to elect: (a) to consent to the proposed sublease or license assignment, (b) to reject the proposed sublease or assignment, or (c) to terminate this Lease with respect to the Proposed Sublet Space. Landlord shall exercise such right by sending Tenant written notice within thirty (30) days after Landlord’s receipt of the Sublease Proposal Notice. If the Proposed Sublet Space does not constitute the entire Premises and Landlord elects to terminate this Lease with respect to the Proposed Sublet Space, then (1) Tenant shall tender the Proposed Sublet Space to Landlord on a date specified in Landlord’s notice (which date shall not be more than sixty (60) days after the date of such notice) as if such specified date had been originally set forth in this Lease as the Lease Expiration Date with respect to the Proposed Sublet Space, and (2) as to all portions of the Premises other than the Proposed Sublet Space, this Lease shall remain in full force and effect except that the additional rent payable pursuant to ARTICLE III and the Fixed Minimum Rent payable pursuant to ARTICLE III shall be reduced pro rata. If the Proposed Sublet Space constitutes the entire Premises and Landlord elects to terminate this Lease, then (1) Tenant shall tender the Premises to Landlord on a date specified in Landlord’s notice (which date shall not be more than sixty (60) days after the date of such notice), and (2) the Term shall terminate on such specified date. Notwithstanding anything to the contrary in the foregoing provisions of this Section 9.4, Landlord shall not have the right to terminate this Lease with respect to the Proposed Sublet Space in the event Tenant proposes to assign this Lease to a corporation or other business entity Tenant is merged or consolidated into or to which substantially all of Tenant’s assets may be transferred, provided such successor entity has assumed in writing all of the obligations and liabilities of Tenant under this Lease.
9.5. In the event Landlord does not exercise its rights to sublet the Proposed Sublet Space from Tenant or to terminate this Lease with respect thereto, Tenant shall be entitled to seek Landlord’s consent to an acceptable assignee or subtenant for the Proposed Sublet Space, for a sublease term no longer than that set forth in the Sublease Proposal Notice, such consent shall be in Landlord’s absolute sole discretion. Such consent or permission pursuant to Section 9.1 may be withheld if (a) the subtenant or assignee is of a character or engaged in a business which is not in keeping with the standards of Landlord for the Shopping Center, (b) Tenant is in Event of Default under this Lease, (c) the Proposed Sublet Space is not regular in shape with appropriate means of ingress and egress and suitable for normal renting purposes, (d) in the reasonable judgment of Landlord, the assignee or sublessee does not have the financial capacity or experience to undertake the obligations of this Lease or the sublease, (e) such a sublease or assignment would violate any term or condition of any covenant or agreement of Landlord involving the Shopping Center, or any other tenant lease within the Shopping Center or (f) any other reason in Landlord’s absolute sole discretion. In the event the assignment or sublease for the assignee or subtenant designated in Tenant’s Sublease Proposal Notice (which assignment/sublease and assignee/subtenant are acceptable to and approved by Landlord) has not been executed by Tenant within one hundred fifty (150) days from the date of Tenant’s Sublease Proposal Notice, Tenant shall not be entitled to enter into such assignment or sublease without first submitting a new Sublease Proposal Notice to Landlord and affording Landlord an opportunity to exercise its rights as set forth in Section 9.4, including its subletting or termination rights.
9.6. If any sublease, assignment or other transfer (whether by operation of law or otherwise and whether consented to or not) provides that the subtenant, assignee or other transferee is to pay any amount in excess of the rent and other charges due under this Lease (except rent or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the Premises by Tenant for the subtenant or assignee, and other reasonable expenses incident to the subletting or assignment, including standard leasing commissions), then whether such excess is in the form of an increased monthly or annual rent, a Related Entity described in subsection lump sum payment, payment for the sale, transfer or lease of Tenant’s fixtures, leasehold improvements, furniture and other personal property, or any other form (i) above, provided that such Related Entity and if the subleased or assigned space does not use constitute the entire Premises, the existence of such excess shall be determined on a pro rata basis), then Tenant, after all expenses associated with subleasing the Premises for are deducted; including but not limited to reasonable attorneys’ fees, brokerage fees, marketing expenses, processing fees, shall pay to Landlord fifty percent (50%) of any other use such excess as additional rent upon such terms as shall be specified by Landlord and in no event later than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior after Tenant’s receipt thereof. Tenant expressly waives any right that it might have to retain such fifty percent (50%) of the excess pursuant to the effective date provisions of section 365(f) of the proposed Bankruptcy Code. Landlord shall have the right to inspect and audit Tenant’s books and records relating to any sublease, assignment or other transfer. Any sublease, along with all applicable documentation assignment or other transfer shall be affected on a form approved by Landlord.
9.7. Any sublease or assignment shall require Tenant and other information necessary for Landlord Sublessee/Assignee to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant execute Landlord’s standard consent to Sublease or a Related EntityConsent to Assignment document.
Appears in 1 contract
Assignment/Subletting. Except as provided herein, Tenant A. Subtenant shall not assign transfer, assign, encumber or in any manner transfer this Lease sublet (collectively, “Transfer”) all or any estate or interest hereunder and shall not sublease portion of the Sublease Premises or any part thereof its interest under this Sublease, directly or indirectly, by operation of law or otherwise, without the prior written consent of both Sublandlord and Master Landlord, which consent shall not be unreasonably withheldwithheld by Sublandlord. In addition to the requirements of this Sublease, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy any Transfer shall be an action subject to enforce the conditions and requirements for such Transfer as set forth in the Master Lease. Any fee charged by Master Landlord in connection with any such provision through specific performance or declaratory judgmentTransfer shall be paid by Subtenant. Tenant Subtenant shall reimburse Landlord Sublandlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least proposed Transfer within ten (10) days prior of Sublandlord’s written demand. Subtenant shall pay to Sublandlord one hundred percent (100%) of any sums received in connection with such Transfer in excess of the monthly Base Rent payable hereunder. The term “Transfer” shall include, without limitation, any transfer, assignment, sublease, hypothecation or other action or event that would require the consent of Master Landlord under the Master Lease if Subtenant were the Tenant thereunder. For greater certainty, “Transfer” includes any direct or indirect change of control of the Subtenant, by way of the transfer or sale of shares, limited partnership units, or equity interests of the Subtenant, as the case may be, constituting more than 50% of the equity interests of the Subtenant, in any manner whatsoever. Notwithstanding the foregoing, Subtenant may make a Permitted Transfer (as such term is defined in the Master Lease) of all or a part of its interest in this Sublease or all or any part of the Subleased Premises to a Permitted Transferee (as such term is defined in the Master Lease) of Subtenant on the same terms and conditions set forth in Section 10(f) of the Master Lease as if Subtenant were the “Tenant” thereunder.
B. Notwithstanding anything to the contrary contained in this Section 14, Sublandlord shall have the option, by giving written notice to Subtenant within thirty (30) days after receipt of notice of any proposed Transfer (other than a Permitted Transfer to a Permitted Transferee), to recapture all of the Sublease Premises. Such recapture notice shall cancel and terminate this Sublease as of the effective date of the proposed transferTransfer. If Sublandlord declines, along with all applicable documentation or fails to elect in a timely manner to recapture the Sublease Premises under this Section 14(B), then, provided Sublandlord and other information necessary for Master Landlord have consented to determine that the requirements proposed Transfer (and if Master Landlord has not exercised any right it may have to recapture such space), Subtenant shall be entitled to proceed to transfer the Sublease Premises to the proposed transferee.
C. If Sublandlord and Master Landlord consent to a Transfer, (i) the terms and conditions of this Section 13 Sublease shall in no way be deemed to have been satisfiedwaived or modified, including if applicable(ii) such consent shall not be deemed consent to any further Transfer by either Subtenant or a transferee, (iii) Subtenant shall deliver to Sublandlord, promptly after execution, an original executed copy of all documentation pertaining to the qualification Transfer in form reasonably acceptable to Sublandlord, and (iv) no Transfer relating to this Sublease or agreement entered into with respect thereto, whether with or without Sublandlord's consent, shall relieve Subtenant or any guarantor of this Sublease from liability under this Sublease. Sublandlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Subtenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer premium respecting any Transfer shall be found understated, Subtenant shall, within thirty (30) days after demand, pay the deficiency and Sublandlord's costs of such proposed transferee as an affiliate of Tenant or a Related Entityaudit.
Appears in 1 contract
Sources: Sublease (Exar Corp)
Assignment/Subletting. a. Except as provided hereinin accordance with Subsection 10.f and Section 22 below, neither Tenant nor any court or officer thereof nor any receiver or trustee in bankruptcy shall not assign assign, sublease, license, sell, transfer or in any manner transfer way mortgage, pledge or hypothecate (collectively “Assign”) all or any of (i) its interest in this Lease or any estate or (ii) its interest hereunder in and shall not sublease to the Leased Premises and Development or any part thereof (an “Assignment”), without the Landlord’s prior written consent and approval of Landlord, the process by which the interest is assigned in accordance with this Section. Landlord shall not unreasonably withhold its consent to an Assignment by Tenant, provided that Tenant shall cause Landlord to be unreasonably withheldprovided with information regarding any proposed assignee, conditionedincluding audited financial statements and tax returns, credit-worthiness, intended use and other reasonable and relevant information requested by Landlord. Further, Tenant acknowledges that any assignee may be required to execute a new lease or delayedan amendment to this Lease, incorporating other provisions including rent increases and include other provisions or changes deemed necessary by the Landlord.
b. If Landlord consents to an Assignment (or if this Lease is assigned without Landlord’s consent), the terms and conditions of this Lease will in no way be waived or modified by Tenant, including, without limitation, the use which Tenant or its assignee may make of the Leased Premises as set forth in Section 10 below. As part Further, any assignee shall expressly assume (and shall be deemed to have assumed) all of the Tenant’s request for, and as a condition to, obligations under the Lease. Landlord’s consent to such assignment an Assignment will not be deemed to consent to any further Assignment by either Tenant or subleasean assignee.
c. If Landlord or a court of competent jurisdiction should ever permit Tenant to assign its interest in this Lease, sell this Lease or sublet or license the Leased Premises, or a portion thereof, for rentals in excess of the rent and amortization of the cost of improvements, additions, and new structures as a result of this Lease, Tenant shall provide Landlord with financial statements for pay the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance sales price or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of such excess rent or any other excess revenue (which amount shall equal the shares of stock or assets of Tenant; or (ivdifference between the rent provided for herein and the excess rent) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityAdditional Rent.
Appears in 1 contract
Sources: Ground Lease Agreement
Assignment/Subletting. Except as provided hereinpermitted in Section 18 or Section 19, Tenant shall Lessee may not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares 2024 Tax-Exempt Facilities or assign its rights and obligations under this Facilities Lease, except to affiliates or in connection with any Lessee financing, without first obtaining written approval by Lessor for such assignment or sublease and then, only in conjunction with an assignment of stock the Ground Lease. Lessor approval of a proposed assignment or assets sublet of Tenant; all or substantially all of the 2024 Tax-Exempt Facilities shall not be unreasonably withheld provided that (i) the proposed assignee or sublessee is a party of similar financial worth to Lessee and Lessee shall have provided Lessor with reasonable proof thereof, (ii) the proposed assignee or sublessee is experienced in the uses described in Section 3.2, and Lessee shall have provided Lessor with proof thereof, (iii) the nature and character of the proposed assignee or sublessee, its business and activities and intended use of the 2024 Tax-Exempt Facilities are in Lessor’s reasonable judgment consistent with the requirements of this Lease, and is subject to all of the terms and provisions of this Facilities Lease (which any assignee or sublessee shall expressly assume in writing) and to any matters to which this Facilities Lease is subject, including, without limitation, the Federal Tax Certificate, and (iv) the granting of such consent will not constitute a default under any other agreement to which Lessor is a party or by which Lessor is bound. Lessor shall have no obligation to consent, accept or approve any assignee or sublessee that would adversely affect or otherwise jeopardize Lessor’s “strategic seaport” classification by the United States Department of Defense. Consent by Lessor to any corporation which assignment or sublease shall not constitute a waiver of the necessity for such consent to any subsequent assignment or sublease. Lessee shall at all times remain liable for the payment of Rent herein and for compliance with all of its obligations under this Facilities Lease notwithstanding any assignment or subletting under the Facilities Lease. The foregoing is not intended to prevent the successor corporation in sublease by Lessee of less than substantially all of the event 2024 Tax-Exempt Facilities, or to require the consent of a corporate reorganization (a “Related Entity”)the Lessor with respect to any such sublease; provided, however, that Lessee shall deliver a copy each sublease to Lessor promptly after its execution and such sublease shall contain an express obligation on behalf of the sublessee to comply with all the terms and conditions of this Facilities Lease, and that no such sublessee shall (i) such Related Entity does not use the Premises 2024 Tax-Exempt Facilities for any other use than that is not permitted or that would affect the use permitted by this Lease, and tax-exempt status of the Series 2024A Bonds or (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to adversely affect or greater than $10,000,000.00. Landlord agrees that Tenant shall have otherwise jeopardize Lessor’s “strategic seaport” classification by the right, without Landlord’s consent, to sublease or license a portion United States Department of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityDefense.
Appears in 1 contract
Sources: Facilities Lease and Development Agreement (FTAI Infrastructure Inc.)
Assignment/Subletting. Except as provided hereinTenant, Tenant for itself, its legal representatives, successors and assigns, expressly covenants that it shall not assign assign, mortgage or in any manner transfer encumber this Lease or any estate of its rights or interest hereunder and shall not sublease the Premises or any part thereof estates hereunder, without the prior written consent of the Landlord, which consent will not be unreasonably withheld, conditioned, or delayed, provided that the Tenant has fully complied with the covenants and conditions of this Lease on its part to be performed, nor sublet the Demised Premises or any part thereof, or suffer or permit, the Demised Premises, or any part thereof, to be used or occupied by others, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned, or delayed. As part The prohibition against assignments shall include assignments by operation of Tenant’s request forlaw. The restriction upon Tenant assigning or transferring its interest in this Lease shall apply to any such assignment or transfer which results from the sale or transfer of all or a controlling interest of the stock or beneficial interest in Tenant or from the consolidation or merger of Tenant with any other person or from bankruptcy, and as a condition toreorganization insolvency, dissolution or liquidation of Tenant by operation of law or otherwise. Landlord’s consent to such an assignment or subleasesubletting shall not, in any way, be construed to relieve Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its from obtaining Landlord’s express written consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such further assignment or sublease requestsubletting. Notwithstanding anything in this Lease In no event shall any permitted sublessee or assignee sublet or assign or otherwise suffer or permit the sublet space, or any part thereof, to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary used or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted occupied by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the rightothers, without Landlord’s consentprior written consent in each instance, to sublease granted or license a portion of withheld in accordance with the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements terms of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityArticle 45.
Appears in 1 contract
Sources: Lease Agreement (Inter Parfums Inc)
Assignment/Subletting. Except for a “Permitted Transfer” (as provided hereinhereinafter defined), Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof not, without the prior consent of Landlord in each case, (i) make or allow any assignment or transfer, by operation of law or otherwise, of any part of Tenant’s interest in this Lease, (ii) grant or allow any lien or encumbrance, by operation of law or otherwise, upon any part of Tenant’s interest in this Lease, (iii) sublet the Leased Premises or permit anyone other than Tenant and its employees to occupy any part of the Leased Premises. Tenant shall seek such written consent of LandlordLandlord by a written request therefor, setting forth such information as Landlord may deem necessary. Tenant shall, by notice in writing, advise Landlord of Tenant’s intention from, on and after a stated date (which shall not be unreasonably withheldless than thirty [30] days after the date of Tenant’s notice), conditionedto assign this Lease or to sublet any part or all of the Leased Premises for the balance or any part of the Term. Tenant’s notice shall include all of the terms of the proposed assignment or sublease and shall state the consideration therefor. Tenant’s notice shall state the name and address of the proposed assignee or subtenant and a true and complete copy of the proposed assignment or sublease shall be delivered to Landlord with Tenant’s notice. No consent granted by Landlord shall be deemed to be a consent to any subsequent assignment or transfer, lien or encumbrance, sublease or occupancy. Any assignment or transfer, grant of lien or encumbrance, or delayedoccupancy without Landlord’s prior written consent shall be void. As part Landlord shall be reimbursed by Tenant for any costs or expenses incurred as a result of Tenant’s request for, and as a condition to, Landlord’s for consent to any such assignment or subleasesubletting, including reasonable legal costs. Except for a Permitted Transfer, in the event Tenant shall provide Landlord with financial statements for subleases the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce Leased Premises, or any such provision through specific performance portion thereof, or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in assigns this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, with the consent of the Landlord need not at an annual Base Rent exceeding that stated herein, fifty percent (50%) of such excess shall be obtained if the assignment of the Lease is paid by Tenant to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least as Additional Rent hereunder within ten (10) days prior to after receipt by Tenant. Upon the effective date occurrence of an Event of Default by Tenant under this Lease, if all or any part of the proposed transferLeased Premises is then assigned or sublet, along with Landlord may, in addition to any other remedies provided by this Lease or provided by law, collect directly from the assignee or subtenant all applicable documentation and other information necessary for rents due to Tenant. Any collection directly by Landlord from the assignee or subtenant shall not be construed, however, to determine that constitute a novation or a release of Tenant from the requirements further performance of its obligations under this Lease. For the purpose of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.Landlord
Appears in 1 contract
Sources: Commercial Lease Agreement
Assignment/Subletting. Except as provided herein, Tenant shall not assign this Lease, or in any manner transfer this Lease sublet or any estate or interest hereunder and shall not sublease license the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises by anybody other than Tenant (all of the foregoing actions are sometimes collectively referred to as a “transfer”) without obtaining, on each occasion, the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. So long as Tenant remains liable under this Lease, the financial condition of the proposed transferee shall not be a factor in granting the consent regarding a proposed transfer. A transfer shall include, without limitation, any transfer of Tenant’s interest in this Lease by operation of law, merger or delayed. As consolidation of Tenant into any other firm or corporation, the transfer or sale of a controlling interest in Tenant whether by sale of its capital stock or otherwise or any liquidation of Tenant or a substantial part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or subleaseassets. Notwithstanding the foregoing, Tenant shall provide Landlord with financial statements for have the proposed transferee right to sublease all or any portion of the Premises, or assign all of the Premises, and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and all of Tenant’s sole remedy shall be an action rights under this Lease, including, without limitation, the Right of First Offer, the Right of First Refusal, the option to enforce extend, and all parking and signage rights, to any such provision through specific performance subsidiary affiliate, or declaratory judgment. parent of Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred or any successor entity or person by merger, consolidation, or to any entity or person in connection with the sale to such assignment entity or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent person of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares assets or stock of stock or assets of Tenant; or Tenant (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (each, a “Related EntityPermitted Transferee”); provided, howeverwhether or not there may be a change in Tenant’s name, that without having to secure Landlord’s approval therefore (i) such Related Entity does not use each, a “Permitted Transfer”). In the Premises for any other use than the use permitted by this Lease, and (ii) with respect to case of an assignment to any of the foregoing types of entities, the assignee must have a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have Tenant’s net worth at the right, without Landlord’s consent, to sublease or license a portion time of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by execution of this Lease. Tenant shall give not offer to make or enter into negotiations with respect to a transfer to any tenant (or any affiliate of such tenant) in the Building or in Ledgemont Center unless Landlord does not have comparable space available within Ledgemont Center; (ii) any party with whom, to Tenant’s knowledge, Landlord is then negotiating with respect to space in the Building or elsewhere in Ledgemont Center unless Landlord does not have comparable space available within Ledgemont Center; or (iii) any party which would be of such type, character or condition as to be inappropriate as a tenant for a first class office building. Other than Permitted Transfers, if Tenant proposes a transfer of this Lease or a sub-letting of more than 50% of the Premises for the remaining Term, Landlord may elect by written notice at least ten to Tenant to terminate this Lease with respect to the portion of the Premises proposed to be subleased, or to terminate the Lease in its entirety in the event of a proposed assignment, in which event this Lease shall terminate as to the affected space as of the date set forth in Landlord’s notice, which date shall be no sooner than ninety (1090) days prior nor later than one hundred eighty (180) days after the date of such notice. If Tenant does transfer with Landlord’s consent, and if the consideration, rent, or other charges payable to Tenant under such transfer exceed the rent and other charges to be paid hereunder (prorated based on floor area in the case of a subletting, license or other occupancy of less than the entire floor area of the Premises in question and after deducting the costs associated with the transfer, as more particularly described hereafter), then Tenant shall pay to Landlord, as additional rent, fifty percent (50%) of the amount of such excess when and as received. In calculating any excess rent payable by Tenant to Landlord pursuant to this provision, Tenant shall first be entitled to deduct (a) improvement allowances or other economic concessions granted by Tenant to the effective date assignee or sublessee; (b) all reasonable costs incurred by Tenant to advertise the subject portion of the Premises for assignment or sublease; (c) reasonable brokerage commissions and/or legal fees paid by Tenant in connection with the assignment or sublease; and (d) all other reasonable costs incurred by Tenant in connection with the assignment or sublease. Notwithstanding any transfer of this Lease, Tenant’s liability to Landlord shall in all events remain direct and primary. In the case of any requested consent to a transfer, Tenant shall deliver to Landlord at the time thereof (i) a true and complete copy of the proposed instrument containing all of the terms and conditions of such transfer, along and (ii) a written agreement of the assignee, sub-tenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all applicable documentation of the terms, covenants and conditions of this Lease. Tenant shall pay to Landlord, as additional rent, Landlord’s reasonable out-of-pocket attorneys’ fees in reviewing any transfer contemplated by this Section, whether or not Landlord consents to the same. Any transferee of all or a substantial part of Tenant’s interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant’s covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). At any time Tenant is in default, Landlord may collect rent and other information necessary for Landlord charges from such transferee (and upon notice such transferee shall pay directly to determine that Landlord) and apply the requirements net amount collected to the rent and other charges herein reserved, but no transfer shall be deemed a waiver of the provisions of this Section 13 have been satisfiedSection, including if applicable, or the qualification acceptance of such proposed the transferee as an affiliate a tenant, or a release of Tenant or any guarantor from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any transfer shall not relieve Tenant from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a Related Entityfurther assignment, subletting, license or occupancy; nor shall Landlord’s consent alter in any manner whatsoever the terms of this Lease, to which any transfer at all times shall be subject and subordinate.
Appears in 1 contract
Sources: Lease Agreement (Vistaprint LTD)
Assignment/Subletting. Landlord hereby consents that the Tenant (and any assignee of Tenant) may sublet the Premises or any portion thereof, or may assign this Lease in writing, provided that:
(a) Except as provided hereindescribed in Section 15(e), Tenant no such assignment or subletting nor the acceptance of rent by the Landlord from such assignee or subtenant shall not assign relieve, release or in any manner transfer affect the liability of the Tenant or any guarantors from their respective obligations hereunder and under any guaranty agreement and Tenant shall remain primarily liable for the payment of Rental and all other monetary and non-monetary obligations hereunder and for the performance of the agreements, conditions, covenants and terms herein contained, on the part of the Tenant herein to be kept, observed or performed and there is no requirement upon Landlord to exhaust any remedy against any assignee or subtenant prior to enforcement of any obligation in this Lease against Tenant or any estate guarantor of this Lease and, moreover, Landlord may enforce any of its remedies against Tenant without bringing any action against the assignee or interest hereunder subtenant or against such assignee or subtenant without bringing any action against Tenant;
(b) Any such assignee or subtenant shall, in writing, assume and agree to keep, observe and perform all of the agreements, conditions, covenants and terms of this’ Lease on the part of the Tenant to be kept, observed and performed and shall not be, and become jointly and severally liable with the Tenant for the non-performance thereof accruing from said date;
(c) Tenant provides Landlord with prior notice of the proposed assignment or sublease the Premises and (except when to an affiliate or any part thereof without the prior subsidiary of Guarantor ; for which no Landlord consent is required) obtains Landlord’s written consent of Landlordthereto, which shall not to be unreasonably withheld, conditionedand provided that all of the foregoing requirements are satisfied, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent Landlord shall be deemed to such assignment or sublease, Tenant shall provide Landlord with financial statements for have consented to the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything if Landlord has not objected to same in this Lease writing delivered to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least within ten (10) days prior following Landlord’s receipt of the Requested Information (defined herein);
(d) If assignee or subtenant is other than an affiliate or subsidiary of Guarantor, Tenant shall deliver to Landlord with its notice of the effective proposed assignment or sublease the following information (collectively, the “Requested Information”):
(i) name, address and tax identification number of the proposed assignee or subtenant and of any owner(s) thereof owning twenty percent or more of the proposed assignee or subtenant;
(ii) financial statements for the assignee and subtenant consisting of the most recent years profit and loss statement and a current balance sheet, each certified by assignee or subtenant to be true, correct and complete in all material respects;
(iii) the proposed use of the Premises by the assignee or subtenant; and within five (5) days after Landlord’s request therefor such other requested information regarding the assignee or subtenant as Landlord may reasonably require; and
(e) Notwithstanding the terms of Section 15(a), if Landlord consents or is deemed to have consented to an assignee and assignment of this Lease to such assignee pursuant to this Section 15, Landlord shall release the assignor/tenant from the obligations under this Lease that are assumed by the assignee, and shall release GTE Corporation (“Guarantor”) from its obligations under the Guaranty of this Lease delivered by Guarantor to Landlord contemporaneous with this Lease (the “Guaranty”) provided that either the assignee or a substitute guarantor, if any, assuming the obligations of the Guarantor under the Guaranty, as of the date of the proposed transferSection 15(c) notice shall meet one of the three criteria set forth on Exhibit “F” attached hereto. The provisions of Exhibit “F” including, along with all applicable documentation without limitation, those regarding the timing of Tenant’s election of such criteria and any changes to other information necessary for Landlord to determine that the requirements terms of this Section 13 have been satisfiedLease as a result of any criteria selection, including if applicable, are incorporated herein and shall control in the qualification event of such any conflict with the terms within the body of this Lease. Absent a rating for the assignee or substitute guarantor that meets or exceeds one or more of the three (3) ratings in Exhibit “F”. Landlord may reasonably withhold its consent to any proposed transferee as an assignment or sublet to a person or entity that is not a subsidiary or affiliate of Guarantor, unless and until Landlord receives the written consent of Guarantor to the assignment or sublet and affirmation of its continuing Guaranty. Notwithstanding anything to the contrary contained in this Lease, Tenant may not assign or a Related Entitysublet any interest in this Lease without Guarantor’s prior written consent which may be withheld in Guarantor’s sole and absolute discretion and any assignment or sublet absent such consent shall be void and of no force or effect.
Appears in 1 contract
Sources: Sublease Agreement (Knology Inc)
Assignment/Subletting. (a) Tenant may do any or all of the following, from time to time, without obtaining Landlord’s consent:
(i) assign this Lease or sublet all or a portion of the Premises to: (A) any Affiliate of Tenant; (B) any Person resulting from a merger, consolidation, reorganization, acquisition or private placement involving Tenant or any of its Affiliates, including, without limitation, American Outdoor Brands Corporation and its successors and assigns (“AOB”); (C) any Person purchasing all or a majority of the assets of Tenant, AOB or any division of AOB; or (D) any Person in conjunction with a sale, redemption, hypothecation, conversion, exchange, transfer or similar disposition of all or a majority of the stock of Tenant or AOB;
(ii) sublet twenty-five percent (25%) or less of the Premises to any Person; and
(iii) grant a license or other right of occupancy to any of Tenant’s Affiliates or any contractor, subcontractor, vendor, supplier or consultant of Tenant or any of its Affiliates allowing it to utilize a portion of the Premises.
(b) Except as otherwise expressly provided hereinin Section 14.01(a), Tenant shall not assign or in any manner transfer this the Lease or any estate or interest hereunder and shall not sublease sublet more than twenty-five percent (25%) of the Premises or to any part thereof Person without the obtaining Landlord’s prior written consent of Landlordapproval, which approval shall not be unreasonably withheld, conditioned, qualified or delayed. As part If Landlord does not notify Tenant, in writing, of Tenant’s request for, and as a condition to, Landlord’s consent its specific objections to such any proposed assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in of this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent or subletting of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises within thirty (30) days after Tenant requests Landlord’s approval of the same, in writing, then Landlord shall be deemed to a Related Entity described in subsection have approved such assignment or subletting.
(ic) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days of any assignment pursuant to this section that does not require Landlord’s prior consent. Any assignee of Tenant’s interest in this Lease shall execute and deliver an assignment and assumption agreement, in writing, whereby such assignee assumes and agrees to perform and observe all of the effective covenants and agreements of Tenant under this Lease first arising and related to periods from and after the date of the proposed transferassignment. Any sale, along assignment, mortgage, or transfer of this Lease or the Premises which is not in compliance with all applicable documentation the provisions of this section shall be null and other information necessary for void and of no force and effect. The consent by Landlord to determine that the requirements any assignment of this Section 13 have been satisfiedLease by Tenant shall not be construed as relieving Tenant from obtaining the express prior written consent of Landlord to any further assignment that requires Landlord’s consent under this section. Except to the extent expressly provided on Exhibit I, including if applicable, in no event will any assignment of this Lease or subletting of the qualification Premises result in Tenant being released from any of such proposed transferee as an affiliate of Tenant its obligations or a Related Entityliabilities under this Lease.
Appears in 1 contract
Assignment/Subletting. Except as provided herein4.01 Neither Tenant nor Tenant’s legal representatives or successors in interest by operation of law or otherwise, Tenant shall not assign assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior written consent of Landlord in each instance. The transfer of a majority of the issued and outstanding capital stock of any manner transfer corporate tenant or sublessee of this Lease or a majority of the total interest in any estate partnership tenant or interest hereunder sublessee or company, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, the conversion of a tenant or sublessee entity to either a limited liability company or a limited liability partnership or the merger or consolidation of a corporate tenant or sublessee, shall not sublease be deemed an assignment of this Lease or of such sublease. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord’s prior written consent in each instance. A modification, amendment or extension of Landlord, which a sublease shall not be unreasonably withheld, conditioned, deemed a sublease. The listing of the name of a party or delayed. As part entity other than that of Tenant’s request for, and as a condition to, Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord’s consent to any assignment or sublease to, or occupancy of the Premises by, such party or entity. If any lien is filed against the Premises or the Building of which the same form a part for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, whether or not actually performed, the same shall be discharged within ten (10) days thereafter, at Tenant’s expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.
4.02 If Tenant desires to assign this Lease or to sublet all or any portion of the Premises, it shall provide first submit in writing to Landlord the documents described in Section 4.06 hereof, and shall offer in writing (“Tenant’s Recapture Offer”), (i) with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent respect to a proposed transfer prospective assignment, to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in assign this Lease to Landlord without any payment of moneys or other consideration therefor, or, (ii) with respect to a prospective subletting, to sublet to Landlord the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent portion of the Landlord need not be obtained if Premises involved (“Leaseback Area”) for the assignment term specified by Tenant in its proposed sublease or, at Landlord’s option for the balance of the term of the Lease is less one (1) day, and at the lower of (a) Tenant’s proposed subrental or (b) the rate of Fixed Annual Rent and Additional Rent, and otherwise on the same terms, covenants and conditions (including provisions relating to a: escalation rents), as are contained herein and as are allocable and applicable to the portion of the Premises to be covered by such subletting. Tenant’s Recapture Offer shall specify the date when the Leaseback Area will be made available to Landlord, which date shall be in no event earlier than ninety (i90) parent, subsidiary or affiliate days nor later than one hundred eighty (180) days following the acceptance of Tenant; ’s Recapture Offer (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires the “Recapture Date”). If an offer of sublease is made, and if the proposed sublease will result in all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); providedPremises being sublet, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. then Landlord agrees that Tenant shall have the right, without Landlord’s consent, option to extend the term of its proposed sublease or license a portion for the balance of the Premises term of this Lease less one (1) day. Landlord shall have a period of ninety (90) days from the receipt of such Tenant’s Recapture Offer to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by either accept or reject Tenant’s Recapture Offer or to terminate this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.
Appears in 1 contract
Sources: Lease Agreement (Nymagic Inc)
Assignment/Subletting. Except as provided herein, The Tenant shall will not assign this Agreement or any interest herein or sublet the Premises in whole or in part or suffer any manner transfer this Lease or any estate or interest hereunder and shall not sublease other person to occupy the Premises or any part portion thereof without the prior written consent of the Landlord, which shall consent will not be unreasonably withheld, conditionedand any such assignment, subletting or occupancy without such consent will be void. If the Tenant desires to assign this Agreement or sublet the Premises, or delayed. As any part thereof, the Tenant will give the Landlord written notice of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for desire specifying the name of the proposed transferee assignee or sublessee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a all of the terms of the proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten thirty (1030) days prior to the effective date such assignment or sublease is proposed to be effective. The Landlord will have the option for a period of fifteen (15) days after the receipt of such notice to: (a) permit the Tenant to assign or sublet on the terms proposed by the Tenant; or (b) refuse to consent to the proposed assignment or subletting (which consent shall not be unreasonably withheld by the Landlord) and continue this Agreement in effect as to the entire Premises. Notwithstanding any consent granted by the Landlord, the Tenant and each assignee and sublessee will at all times remain fully liable for the payment of Rent and for the performance of the proposed transferTenant's obligations hereunder, along with all applicable documentation and other information necessary for unless such liability as to the Tenant is waived by the Landlord. No consent granted by the Landlord to determine that will constitute a waiver of the requirements provisions of this Section 13 have been satisfiedAgreement except as to the specific instance covered thereby. Notwithstanding the above, including if applicablethis Agreement may be assigned to any purchaser of the business of Tenant, the qualification and Tenant shall be released from all of its obligations under this Agreement provided such proposed transferee as an affiliate purchaser shall assume all of Tenant or a Related EntityTenant's obligations under this Lease.
Appears in 1 contract
Sources: Lease Agreement (LSB Industries Inc)
Assignment/Subletting. Except as provided hereinTenant, Tenant voluntary or involuntarily, shall not assign this Lease, or in any manner transfer this Lease sublet, license, mortgage or any estate otherwise encumber or interest hereunder and shall not sublease convey the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises other than by the Tenant (all or any of the foregoing actions are referred to as “Transfers”) and all or any of assignees, transferees, licensees, and other such parties are referred to as “Transferees”) without obtaining, on each occasion, the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned, withheld or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s Any Transfer without such consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs null and expenses incurred in connection with such assignment or sublease requestvoid and of no effect whatsoever. Notwithstanding anything in the provisions of this Section 5.8, this Lease may be assigned, or the Premises may be sublet, in whole or in part, after prior notice to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the Landlord but without consent of the Landlord need not be obtained if the assignment and without any termination right of the Lease is to a: Landlord being applicable thereto, (i) parent, subsidiary to any corporation or affiliate of Tenant; (ii) company other entity into or with which Tenant may merge be merged or consolidate; (iii) consolidated or to any corporation that acquires or entity to which all or substantially all of the shares of Tenant’s assets or stock or assets of Tenant; will be transferred, or (ivii) to any corporation which is an affiliate, subsidiary, parent or successor of Tenant, provided in all such cases the successor surviving corporation in or entity shall provide reasonable evidence that it has a creditworthiness at least equal to the event greater of a corporate reorganization (a “Related Entity”); provided, however, that the net worth of Tenant (i) as of the date of such Related Entity does not use the Premises for any other use than the use permitted by this Leasecorporate transaction, and (ii) as of the date of this Lease and shall agree in writing with the Landlord to be bound by all of the terms and conditions of this Lease (all of the foregoing being referred to as a (“Permitted Transfer”). Unless Landlord’s consent specifically provides otherwise with respect to an assignment a particular proposed Transferee, Tenant shall not offer to make or enter into negotiations with respect to a Related Entity described Transfer to any of the following: (i) a tenant in subsections the Building or any other building owned, managed or controlled by Landlord provided that Landlord has space available for such party ; (ii) any party with whom Landlord or any affiliate of Landlord is then negotiating with respect to space in the Building or any other building owned, managed or controlled by Landlord or an affiliate of Landlord provided that Landlord (or any such affiliate) has space available for such party; or (iii) any party which would be of such type, character or condition as to be inappropriate, in Landlord’s reasonable judgment, as a tenant for a first class laboratory building. Tenant’s request for consent to a Transfer shall include a copy of the proposed Transfer instrument together with a statement of the proposed Transfer in detail reasonably satisfactory to Landlord, together with reasonably detailed financial, business and other information about the proposed Transferee. If Tenant intends to Transfer more than one-third (1/3) of the Premises and such Transfer is not a Permitted Transfer, then Tenant shall provide Landlord with written notice of its intention to do so and Landlord shall have the option (but not the obligation) to terminate the Lease with respect to such a Transfer effective upon the date that such transfer was to be effective and continuing for the proposed term thereof by giving Tenant notice of such termination within thirty (30) days after Landlord’s receipt of such notice from Tenant. In such event, all lobbies, elevators, restrooms and other facilities that are necessary for the use and occupancy of the recaptured premises shall constitute common areas and Landlord shall be entitled to the use of such areas in common with Tenant. Tenant, however, shall have the right to withdraw such request if Landlord gives Tenant notice of its right to recapture the Premises. If Tenant makes a Transfer hereunder, and if the aggregate rent and other charges payable to Tenant under and in connection with such Transfer (including without limitation any amounts paid for leasehold improvements or on account of Tenant’s costs associated with such Transfer) exceed the sum of (x) Rent and other charges paid hereunder with respect to the space in question and (iiiy) Tenant’s reasonable out-of-pocket costs to procure the Transfer amortized on a straight-line basis over the Term of the Transfer, Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of the amount of such excess within thirty (30) days after Tenant’s receipt thereof. A consent required from Landlord under this Section 5.8 with respect to a particular Transfer may be deemed given in accordance with the following procedure. Tenant shall provide an initial written notice to Landlord (which shall include all materials required under this Section 5.8) with the following written on the outside of the delivery envelope: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWENTY DAYS SHALL RESULT IN THE DEEMED APPROVAL OF A SUBLEASE OR ASSIGNMENT AFFECTING ALTUS PHARMACEUTICALS INC.’S TENANCY AT 610 LINCOLN STREET IN WALTHAM, MASSACHUSETTS.” If Landlord does not respond to such request within twenty (20) days after delivery to Landlord, Tenant shall provide another written notice to Landlord (which shall also include all materials required under this Section 5.8) with the following written on the outside of the delivery envelope: “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE BUSINESS DAYS SHALL RESULT IN THE DEEMED APPROVAL OF A SUBLEASE OR ASSIGNMENT AFFECTING ALTUS PHARMACEUTICALS INC.’S TENANCY AT 610 LINCOLN STREET IN WALTHAM, MASSACHUSETTS.” If Landlord does not respond to such second notice within five (5) Business Days after delivery to Landlord, then the consent required from Landlord with respect to such Transfer (but not any future Transfer) shall be deemed given. Tenant shall pay to Landlord, as Additional Rent, Landlord’s reasonable legal fees and other commercially reasonable out-of-pocket expenses incurred in connection with any proposed Transfer, including fees for review of documents and investigations of proposed Transferees. Notwithstanding any such Transfer, the original Tenant named herein shall remain directly and primarily obligated under this Lease. The amount of such fees and expenses shall not exceed Two Thousand Five Hundred Dollars ($2,500) with respect to any single Transfer, such amount to be subject to commercially reasonable increase upon the commencement of the fifth (5th) Lease Year of the Term. If Tenant enters into any Transfer including a Permitted Transfer with respect to the Premises (or any part thereof), such Related Entity has a tangible net worth equal Transferee shall be liable, jointly and severally, with Tenant, to the extent of the obligation undertaken by or greater than $10,000,000.00. Landlord agrees that Tenant attributable to such Transferee, for the performance of Tenant’s agreements under this Lease (including payment of Rent under the Transfer), and every Transfer shall have the rightso provide, without Landlordrelieving or modifying Tenant’s consentliability hereunder. The foregoing provision shall be self-operative, but in confirmation thereof, such Transferee shall execute and deliver such instruments as may be reasonably required by Landlord to sublease acknowledge such liability. Following a default by Tenant (subject to any applicable notice and cure periods), Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent and other charges hereunder, but no such assignment or license collection shall be deemed a portion waiver of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements provisions of this Section 13 have been satisfied5.8, including if applicableor the acceptance of the Transferee as a tenant, the qualification of such proposed transferee as an affiliate or a release of Tenant or from direct and primary liability for the further performance of Tenant’s covenants hereunder. The consent by Landlord to a Related Entityparticular Transfer shall not relieve Tenant from the requirement of obtaining the consent of Landlord to any further Transfer.
Appears in 1 contract
Assignment/Subletting. Except as provided herein(a) Subject to the provisions of Paragraph 54(h), below, Tenant covenants that it shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease lease nor sublet the Demised Premises or any part thereof without the prior written consent of LandlordLandlord in each instance, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. As part of Tenant’s request for, and as a condition to, Tenant may assign this lease or sublet the Demised Premises with Landlord’s 's written consent to provided:
(i) That such assignment or subleasesublease is for a use which is in compliance with the terms of this lease, the then existing zoning regulations and the Certificate of Occupancy;
(ii) That at the time of such assignment or subletting, there is no default under the terms of this lease on Tenant's part which has not been cured prior to the expiration of all applicable grace periods;
(iii) That in the event of an assignment, the assignee assumes in writing the performance of all of the terms and obligations to be performed by Tenant under this lease from and after the date of such assignment;
(iv) That a duplicate original of said assignment or sublease be delivered to Landlord at the address herein set forth within twenty (20) days from the said assignment or sublease and within one hundred twenty (120) days of the date that Tenant first provides Landlord with the information required under Paragraph 54(f) below;
(v) That, in the event Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its request Landlord's consent to a proposed transfer assignment of this lease or proposed sublease of all or a portion of the Demised Premises, Tenant shall pay or reimburse to a third party Landlord the reasonable attorney fees and disbursements incurred by Landlord in processing such request, which fees and disbursements shall not exceed $1,500.00 in any one instance;
(vi) Such assignment or subletting shall not, however, release Tenant from its liability for the full and faithful performance of all of the terms and conditions of this lease;
(vii) If this lease be assigned, or if the Demised Premises or any part thereof be sublet or occupied by anybody other than Tenant’s sole remedy , Landlord may, after default by Tenant, collect Rent and additional rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent and additional rent herein reserved;
(b) Notwithstanding anything contained in this Paragraph 54 to the contrary, no assignment or subletting shall be an action made by Tenant in any event until Tenant has offered to enforce terminate this lease as of the last day of any calendar month during the term hereof and to vacate and surrender the Demised Premises to Landlord on the date fixed in the notice served by Tenant upon Landlord (which date shall be prior to the date of such provision through specific performance proposed assignment or declaratory judgmentthe commencement date of such proposed sublease), and Landlord, within thirty (30) days after the receipt thereof, has not accepted in writing the offer by Tenant to cancel and terminate this lease and to vacate and surrender the Demised Premises.
(c) Unless otherwise consented to by Landlord (which consent shall not be unreasonably withheld, conditioned or delayed), in writing, in no event shall Tenant have the right to sublease more than fifty (50%) percent of the aggregate of the space.!eased to Tenant under the Tenant Leases (as defined herein). The restriction contained in this Paragraph 54(c) shall not apply to transactions set forth in Paragraph 54(h), below.
(d) Tenant shall reimburse not mortgage, pledge, hypothecate or otherwise encumber its interest under this lease without Landlord's prior written consent.
(e) Without affecting any of its other obligations under this lease, Tenant will pay Landlord for its actual as additional rent fifty (50%) percent of any sums or other economic consideration, which (i) are actually received by Tenant as a result of a subletting whether or not referred to as rentals under the sublease (after deducting therefrom the reasonable costs and expenses incurred by Tenant in connection with the subletting in question); and (ii) exceed in total the sums which Tenant is obligated to pay Landlord under this lease (prorated to reflect obligations allocable to that portion of the Demised Premises subject to such sublease), it being the express intention of the parties that Landlord and Tenant shall share equally in any profit by reason of such sublease. Tenant will not amend the sublease in such a way as to reduce or delay payment of amounts which are provided in the sublease approved by Landlord. Any amendment or modification of an assignment or sublease shall be deemed to be a new assignment or sublease and shall require the prior written consent of Landlord.
(f) Landlord agrees that it shall not unreasonably withhold its consent to a subletting or assignment in accordance with the terms of this Paragraph 54. In determining reasonableness, there shall be taken into account the character and reputation of the proposed subtenant or assignee, the specific nature of the proposed subtenant's or assignee's business and whether same is in keeping with other tenancies in the Building; the financial standing of the proposed subtenant or assignee; and the impact of all of the foregoing upon the Building and the other tenants of Landlord therein. Landlord shall not be deemed to have unreasonably withheld its consent if it refuses to consent to a subletting or assignment to an existing tenant in any building in a five (5) mile radius of the Building which is owned by Landlord or its affiliate or to a proposed subtenant or assignee with whom Landlord is negotiating, or has negotiated in the preceding six (6) months, a lease or if, at the time of Tenant's request, Tenant is in default, beyond applicable grace and notice periods, of any of the terms, covenants and conditions of this lease to be performed by Tenant. At least thirty (30) days prior to any proposed subletting or assignment, Tenant shall submit to Landlord a written notice of the proposed subletting or assignment, which notice shall contain or be accompanied by the following information: (i) the name and address of the proposed subtenant or assignee; (ii) the nature and character of the business of the proposed subtenant or assignee and its proposed use of the premises to be demised; (iii) the most recent two (2) years of balance sheets and profit and loss statements of the proposed subtenant or assignee or other financial information satisfactory to Landlord; and (iv) such shall be accompanied by a copy of the proposed sublease or assignment of lease.
(g) The listing of an assignee's or subtenant's name on the door or Building directory shall not be deemed Landlord's consent hereunder.
(h) Notwithstanding anything contained in this Lease Paragraph 54 to the contrary, so long as Tenant is not in default under may assign this Lease beyond applicable notice and cure periods, the consent lease or sublet all or a portion of the Demised Premises without Landlord's consent but upon prior written notice to Landlord need not be obtained if the assignment of the Lease is to a: (each, a "Permitted Transferee") (i) parent, subsidiary or affiliate to an Affiliate (as defined herein) of Tenant; or (ii) company in connection with transactions with an entity into or with which Tenant may merge is merged or consolidate; (iii) corporation that acquires consolidated or to a person or entity to which all or substantially all of the shares of stock Tenant's assets, and/or stock, partnership or assets of Tenant; membership interests are sold or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) aboveotherwise transferred, provided that such Related Entity does merger, consolidation, transfer or sale of assets, stock or interests is for a valid business purpose and not use principally for the Premises for any other use than purpose of transferring the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that leasehold estate created hereby and/or avoiding the requirements of this Section 13 have been satisfiedParagraph 54, including if applicableand provided further, that in any of such events described in items (i) or (ii) above, the qualification use of the Demised Premises shall remain unchanged. The provisions of Paragraph 54(b) above shall not apply to assignments or sublets to a Permitted Transferee. For the purposes of this lease: (x) the term "Affiliate" shall mean any designated person or entity, any other person or entity which controls, is controlled by, or is under common control with, such proposed transferee designated person or entity, and a corporation or other entity which provides financial, investment or insurance services and products to Tenant's members as an affiliate part of Tenant Tenant's regular business regardless of control; and (y) "Control" (and with correlative meaning, "controlled by" and "under common control with") shall mean ownership or a Related Entityvoting control of 50% or more of the voting stock, partnership interests or other beneficial ownership interests of the entity in question.
Appears in 1 contract
Assignment/Subletting. Except as provided herein, Tenant shall not assign sublet the Leased Premises or in any manner part thereof, nor allow the same to be used or occupied by any other person or for any other use than that herein specified, nor assign, mortgage, encumber or otherwise transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof therein, without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, Landlord (and as a condition to, Landlord’s consent to such consent, which in any event may be withheld by Landlord, in its sole discretion. Landlord may require (a) that Tenant pay Landlord all or any portion of the consideration for assignment or subleasethe rental under sublease in excess of the rental under this Lease, Tenant shall provide Landlord with financial statements for and/or (b) that the proposed transferee assignee expressly assume this Lease or that the subtenant expressly agree to attorn to Landlord; and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce suffer or permit any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease requestother transfer by operation of law or otherwise, of the estate or interest of Tenant in the Leased Premises acquired in, by or through this Lease. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, Any request for the consent of the Landlord need not be obtained if the assignment to an assignment, mortgage, encumbrance, or transfer of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, or a subletting of the Leased Premises shall be accompanied by a payment in the amount of $250.00 representing a reasonable estimate of Landlord's costs of processing and (ii) with respect to an assignment to a Related Entity described administration in subsections (ii) reviewing Tenant's request and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00the information pertaining thereto. Landlord agrees that Tenant shall have the rightnot be required to respond to any such request without payment, without Landlord’s consentas aforesaid. Any consent which Landlord may give to any assignment, mortgage, encumbrance or other transfer of this Lease or to any sublease or license a portion co-tenancy of the Leased Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior be restricted to the effective date of the proposed transferparticular assignment, along with all applicable documentation and other information necessary for Landlord to determine that the requirements mortgage, encumbrance or transfer of this Section 13 have been satisfiedLease or to the particular sublease or co-tenancy, including if applicableand the agreement herein not to assign or sublet shall remain in effect against Tenant and Tenant's assign(s). Any consent to assignment, the qualification of such proposed transferee as an affiliate transfer or sublease which may be given by Landlord shall not constitute a release of Tenant or a Related Entityany guarantor from the covenants herein contained, it being understood that Tenant and any guarantor of this Lease shall remain fully liable for the payment and performance hereof.
Appears in 1 contract
Assignment/Subletting. Except as provided herein, Tenant shall not assign or 14.01 If Lessee’s interest in any manner transfer this Lease is assigned, whether or any estate or interest hereunder and shall not sublease in violation of the provisions of this Lease, Lessor may collect rent from the assignee; if the Demised Premises or any part thereof are sublet to, or occupied by, or used by, any person other than Lessee, whether or not in violation of this Lease, Lessor, after default (as defined in Article 17) by Lessee under this Lease and expiration of Lessee’s time, if any, to cure such default, may collect rent from the subtenant, user or occupant. In either case, Lessor shall apply the net amount collected to the rents reserved in this Lease, but neither any such assignment, subletting, occupancy, nor use, nor any such collection or application shall be deemed a waiver of any terms, covenant or condition of this Lease or the acceptance by Lessor of such assignee, subtenant, occupant or user as a tenant. The consent by Lessor to any assignment, subletting, occupancy or use shall not relieve Lessee from its obligation to obtain the express prior written consent of Lessor to any further assignment, subletting, occupancy or use. Neither any assignment of Lessee’s interest in this Lease nor any subletting, occupancy or use of the Demised Premises or any part thereof by any person other than Lessee, nor any collection of rent by Lessor from any person other than Lessee as provided in this Section 14.01, nor any application of any such rent as aforementioned as provided in this Section 14.01, shall in any circumstances relieve Lessee of Lessee’s obligations fully to observe and perform the terms, covenants and conditions of this Lease on Lessee’s part to be observed and performed.
14.02 Lessee may sublet portions of the Demised Premises for occupancy by subtenants, provided that the Lessee shall not be in default (as defined in Article 17) in the performance of any of its obligations under this Lease, but may not sublet the whole or substantially the whole of the Demised Premises without the prior written consent of Landlordthe Lessor, which consent Lessor agrees not to unreasonably withhold or delay. All subleases made by the Lessee shall not be unreasonably withheld, conditioned, or delayed. As part in writing (other than to transient occupants of Tenant’s request forhotel rooms for a period of less than thirty (30) days and existing rent regulated tenants as to whom the law imposes no requirement for a written lease) and shall be expressly subject to the terms of this Lease, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease all subleases are assigned to the contraryLessor (subject, however, and subordinate to the right of the Leasehold Mortgagee who has given the Leasehold Mortgagee’s Notice described in Paragraph 15.01A to require assignment of such subleases to it), provided, however, that the Lessee may collect the rents and charges under those subleases and take any action necessary to perform its obligations as sublessor thereunder so long as Tenant Lessee is not in default (as defined in Article 17) under this Lease Lease. In no event may Lessee collect any advance rent for a period beyond applicable notice a current month, and cure periodsLessee covenants not to make any such advance collections of rent, but this restriction shall not prevent Lessee from collecting security deposits from subtenants to secure their performance of their subleases. This assignment does not impose any liability on Lessor in respect to the landlord’s obligations under those subleases; and no such liability shall arise unless and until Lessor resumes possession of the Demised Premises. Any such sublease made by Lessee (other than to transient occupants of hotel rooms for a period of less than thirty (30) days and existing rent regulated tenants) will contain a provision in substance calling attention to the assignment to the Lessor of the sublease, the consent prohibition against the collection of advance rent beyond the current month period, and limitation of the Landlord need not be obtained if Lessor’s liability under the assignment of the sublease to the Lessor, all as stated in this Section 14.02. Lessee will execute any further instruments and assurances in confirmation of the foregoing assignment of subleases as may be reasonably required by Lessor. Each sublease made by Lessee (other than to transient occupants of hotel rooms for a period of less than thirty (30) days and existing rent regulated tenants) will contain a provision in substance that if there be any termination whatever of this Lease between the Lessor and the Lessee, then the subtenant, at the option of the Lessor, will attorn to the Lessor and the sublease shall continue in effect with the Lessor; but the Lessor shall be bound under the sublease only by privity of estate.
A. Lessee may assign its interest in this Lease or sublet the whole or substantially the whole of the Demised Premises with the prior written consent of the Lessor, which consent Lessor agrees not to unreasonably withhold or delay. Lessor shall not withhold its consent based on the financial condition of the proposed assignee or sublessee to any subletting or assignment for which its consent is required when the proposed transferee or its guarantor has a “Triple A-l” credit rating by Dun & Bradstreet (or successor organization), provided, however, that lack of such a rating shall not be conclusive with respect to a: whether Lessor is unreasonable in withholding its consent if it does so.
B. Notwithstanding the provisions of this Lease, provided Lessee is not then in default (ias defined in Article 17) parent, subsidiary Lessee may assign this Lease or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all sublet the whole or substantially all of the shares of stock or assets of Tenant; or (iv) Demised Premises to any corporation which is owner or lessee of the successor corporation EBC Unit or the Modified Hotel Unit or to Educational Broadcasting Corporation, Lessee’s predecessor as tenant of the Demised Premises, or an affiliate of Educational Broadcasting Corporation (as defined in the event Section 29.06 of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have without the right, without Landlord’s consent, to sublease or license a portion consent of the Premises to a Related Entity described in subsection (i) aboveLessor, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice Lessee submits to Lessor at least ten (10) days prior to the effective date of such assignment or sublet all of the following: (1) the name and address of the proposed transferassignee or subtenant and, along if the proposed assignee or subtenant is not a natural person the nature of the entity and the date and state or other jurisdiction of its formation; (2) an executed copy of the assignment or sublease agreement; and (3) an agreement executed and acknowledged in the form required for recording of a deed by the assignee or the sublessee to perform all of the obligations of the Lessee under this Lease, including, without limitation, all obligations of the Lessee unfulfilled on the effective date of the sublease or assignment.
14.04 If Lessee proposes to assign this Lease, or any interest in it, or to sublet all or substantially all of the Demised Premises other than as permitted by Paragraph 14.03B, Lessee shall submit to Lessor in writing: (1) the name of the proposed assignee or subtenant and, if the proposed assignee or subtenant is not a natural person, the nature of the entity and the date and state or other jurisdiction of its formation; (2) an executed copy of the assignment or sublease agreement; (3) an agreement executed and acknowledged in the form required for recording a deed by the assignee or sublessee to perform all of the obligations of the Lessee under this Lease including, without limitation, all obligations of the Lessee unfulfilled on the effective date of the sublease or assignment and (4) any other information reasonably requested by Lessor. Lessee may, at its option, seek Lessor’s approval, initially, to only the identity of the assignee or subtenant referred to in this Paragraph, provided Lessee gives the Lessor the information referred to in subparagraphs (1) and (4) and a summary of the proposed transaction, and Lessor shall not unreasonably withhold or delay its consent to the identity of such assignee or subtenant or proposed terms provided that all of the conditions of Paragraph 14.05 are complied with. In such event, Lessee need only seek Lessor’s approval to the agreements referred to in subparagraphs (2) and (3) and provide Lessor with any other information reasonably requested by Lessor in connection with its review of such documents, which approval shall not be unreasonably withheld or delayed.
14.05 Any consent to an assignment or subletting which requires the Lessor’s consent shall be conditioned upon the following:
(i) Lessee shall not be in default (as defined in Article 17) in the performance of any of its obligations under this Lease and no event shall then exist which with the giving of notice or the passage of time or both would constitute a default under Article 17;
(ii) the proposed transferee shall not impose a material additional burden upon the Building’s systems or equipment owned by the Condominium or the Lessor serving the Demised Premises or the services provided by the Condominium or the Lessor to the Demised Premises;
(iii) the proposed transferee shall not be a governmental or quasi-governmental agency (unless it is a Leasehold Mortgagee which has given the Leasehold Mortgagee’s Notice under Section 15.01);
(iv) the proposed transferee shall not be entitled, directly or indirectly, to diplomatic or sovereign immunity and shall be subject to the service of process in, and the jurisdiction of the courts of New York State.
(v) posting of the security required by Section 10.02 of this Lease, to the extent that Section 10.02 requires the posting of security in the case of such assignment or subletting.
14.06 The following events shall be deemed, in each instance, an assignment requiring the Lessor’s consent (except as otherwise permitted in Paragraph 14.03B) within the meaning of this Article 14:
A. a devolution by operation of law of the Lessee’s interest in the whole or substantially the whole of the Demised Premises;
B. a change in ownership of stock or other ownership interest in the Lessee however denominated exceeding fifty percent (50%) of the voting stock or other ownership interest which is issued and outstanding at the date of this Lease or in the case of a permitted assignment of this Lease, such stock or other ownership interest in the assignee issued and outstanding on the effective date of the assignment;
C. licensing the use of the whole or substantially the whole of the Demised Premises or a part thereof;
D. any device designed to circumvent the limitations imposed by this Section 14.06.
14.07 When under the provisions of this Article 14 a consent is required it means a written consent, and no inferences shall be drawn from Lessor’s conduct or inaction that a consent has been given de facto.
14.08 Without limiting what would constitute reasonable grounds for Lessor’s withholding of approval of any sublease or assignment for which its consent is required, in no circumstance shall Lessor be required to give its approval if the sublease or assignment: (1) calls for the granting of a concession in rent by the Lessor at any time; or (2) would impose upon the Lessor any obligation to make alterations or to pay the sublessee or assignee for alterations made by it.
A. This Section 14.09 applies to any sublease made by Lessee as lessor to a sublessee (referred to in this Section 14.09 as an “occupant”) for space in the Demised Premises, if (i) such sublease has been first approved by Lessor [which approval Lessor shall not unreasonably withhold or delay when the occupant has a “Triple A-1” credit rating by Dun & Bradstreet (or successor organization)], and (ii) the occupant requests a “nondisturbance agreement” from the Lessor as a condition to executing the sublease.
B. If conditions (i) and (ii) of Paragraph 14.09A are met, then Lessor will make a bilateral agreement with the occupant that in substance shall provide that:
i. If this Lease shall terminate by reason of Lessee’s default, then Lessor will not disturb the occupancy of the occupant in the space let to it so long as the occupant abides by and performs each and all the terms and conditions of the sublease;
ii. If this Lease shall so terminate, the occupant at the request of Lessor shall attorn to Lessor, and upon the ending of this Lease, the liability of Lessor to the occupant shall not be in contract, but shall derive solely by virtue of privity of estate; and
iii. Lessor shall not be bound in respect to liabilities of Lessee accrued prior to the ending of this Lease, or be bound to repay or refund to the occupant any sum of money that the Lessee has assumed to repay or refund to the occupant unless the amount thereof has been theretofore deposited with Lessor.
14.10 Nothing in this Article 14 shall be deemed to permit any further assignment or subletting by any assignee or sublessee, provided, however, that any assignee or subtenant may further assign or sublet its interest, provided it complies with all applicable documentation and other information necessary for Landlord to determine that of the requirements provisions of this Section 13 have been satisfiedArticle 14, including if applicable, obtaining any consents of the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityLessor required therein.
Appears in 1 contract
Sources: Lease (Morgans Hotel Group Co.)
Assignment/Subletting. Except as provided herein, Tenant shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant's interest in the Lease or in the Premises, without ▇▇▇▇▇▇▇▇'s prior written consent, which Landlord shall not unreasonably withhold (however, Landlord reserves the right to condition any approval to assign or sublet upon Landlord's determination that (a) the proposed assignee or subtenant shall conduct a business on the Premises of a quality substantially equal to that of Tenant and consistent with the general character of the other occupants of the Depot and not in violation of any manner transfer exclusives or rights then held by other tenants, and (b) the proposed assignee or subtenant be at least as financially responsible as Tenant was expected to be at the time of the execution of this Lease or any estate of such assignment or interest hereunder and subletting, whichever is greater). Regardless of ▇▇▇▇▇▇▇▇'s consent, no assignment or subletting shall not sublease the Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part release Tenant of Tenant’s request for's obligations hereunder or alter the primary liability of Tenant to pay the rent and other sums due Landlord hereunder including ▇▇▇▇▇▇'s Share of Operating Expense Increase, and as a condition toto perform all other obligations to be performed by Tenant hereunder. If Tenant's obligations under this Lease have been guaranteed by third parties, Landlord’s consent to such then an assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant ▇▇▇▇▇▇▇▇'s consent thereto, shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its effective unless said guarantors give their written consent to such sublease and the terms thereof. The consent by Landlord to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Tenant or to any subsequent or successive assignment or subletting by the subtenant. Landlord shall be a party to, and have the right to review, any proposed subleases and associated documents. If Tenant shall request the consent of Landlord for a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance assignment or declaratory judgment. subletting, then Tenant shall reimburse Landlord for its actual pay Landlord's reasonable costs and expenses incurred in connection with such assignment therewith, including attorneys', architects', engineers', or sublease requestother consultants' fees. Notwithstanding anything in this Lease to In the contrary, so long as Tenant is not in event of any default under this Lease beyond applicable notice and cure periodsLease, Landlord may proceed directly against Tenant, any guarantors or anyone else responsible for the consent performance of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect including the subtenant, without first exhausting Landlord's remedies against any other person or entity responsible therefor to Landlord, or any security held by Landlord or Tenant. The discovery of the fact that any financial statement relied upon by Landlord in giving its consent to an assignment to a Related Entity described in subsections (ii) or subletting was materially false shall, at Landlord's election, render Landlord's said consent null and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityvoid.
Appears in 1 contract
Sources: Lease Agreement
Assignment/Subletting. Except as Subject to Tenant's compliance with the other conditions of this Section, Tenant may, without the consent of Landlord, assign this Lease or sublet or license the Premises or any portion thereof to (i) any affiliate or subsidiary of Tenant or (ii) to any other person whose net worth is at least equal to or greater than Tenant's on the date of such transfer, provided herein, that Tenant remains primarily liable under this Lease ("Permitted Transfers"). Tenant shall not assign this Lease, or in any manner transfer this Lease sublet or any estate or interest hereunder and shall not sublease license the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises by anybody other than Tenant except as set forth herein (all of the foregoing actions are sometimes collectively referred to as a "transfer") without obtaining, on each occasion, the prior written consent of Landlord, Landlord which consent shall not be unreasonably withheld, delayed or conditioned. If Landlord has not responded within ten days after receiving written notice from Tenant requesting ▇▇▇▇▇▇▇▇'s consent to a particular transfer, then Tenant may send a second notice stating that ▇▇▇▇▇▇▇▇'s consent to the transfer will be deemed given if Landlord fails to respond within five days. If Landlord fails to respond within five days after receipt of such a second notice, consent to the transfer shall be deemed given. A transfer shall exclude any transfer of Tenant's interest in this Lease by operation of law, merger or delayed. As consolidation of Tenant into any other firm or corporation, the transfer or sale of a controlling interest in Tenant whether by sale of its capital stock or otherwise or any liquidation of Tenant or a substantial part of Tenant’s request for's assets provided that Tenant has given Landlord prior written notice thereof, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim provided further that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of entity has a corporate reorganization financial net worth that is at least equal to $25,000,000 (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) except with respect to an assignment to the successor entity created by a Related Entity described in subsections (ii) and (iiitransfer of capital stock), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to may also sublease or license a portion of the Premises to a Related Entity described in subsection subsidiary or affiliate of Tenant without Landlord's consent, provided Tenant has given Landlord prior written notice thereof, and provided further that Tenant remains primarily obligated under this Lease. Landlord shall not be obligated to consent to a transfer to (i) aboveany tenant in the Building unless Landlord has no comparable space available (comparability to be determined with respect to price, provided that size, condition, timing of availability and the like); (ii) any party with whom, to Tenant's knowledge, Landlord is then negotiating with respect to space in the Building; or (iii) any party which would be of such Related Entity does not use type, character or condition as to be inappropriate as a tenant for a first class office building. If ▇▇▇▇▇▇ proposes an assignment of this Lease or a sub-letting of all or substantially all of the Premises for any the balance of the Lease Term, Landlord may elect by written notice to Tenant given within 30 business days after ▇▇▇▇▇▇'s proposal to terminate this Lease contingent upon the proposed transferee becoming directly obligated to Landlord upon such proposed terms; and upon the proposed assignee or sub-tenant so obligating itself, Tenant shall thereafter be free of further obligation hereunder. If Tenant does transfer with ▇▇▇▇▇▇▇▇'s consent, where ▇▇▇▇▇▇▇▇'s consent is required hereunder, and if the consideration, rent, or other use charges payable to Tenant under such transfer exceed the rent and other charges to be paid hereunder (pro-rated based on floor area in the case of a sub-letting, license or other occupancy of less than the use permitted entire floor area of the Premises in question), then Tenant shall pay to Landlord, as additional rent, 50% of the amount of such excess when and as received less Tenant's reasonable out-of-pocket expenses incurred in such subleasing or assignment. Without limiting the generality of the foregoing, any lump-sum payment or series of payments due which are not reimbursements for expenses (including for the purchase of so-called leasehold improvements if in excess of the fair market value thereof) on account of any transfer shall be deemed to be in excess of rent and other charges in its or their entirety. Except for Permitted Transfers, Tenant shall give reasonable good faith consideration to any request by ▇▇▇▇▇▇▇▇'s Managing Agent, ▇▇▇▇ and Company, Inc. (or such other manager of the Building appointed from time to time by Landlord) to be Tenant's co-exclusive broker for a period of six months with respect to any proposed transfer so long as Tenant intends to engage a broker (and before so engaging any broker Tenant will so notify Landlord and give ▇▇▇▇▇▇▇▇'s Agent, or such other manager, such consideration). Such Agent (or other manager) if so engaged by ▇▇▇▇▇▇ (Tenant being under no obligation to engage Agent or such other manager) shall be paid a brokerage fee for any transfer which it procured in accordance with such Agent's commission schedule then in effect so long as such schedule is competitive with similar schedules of major Greater Boston brokerage firms. Notwithstanding any transfer of this Lease, ▇▇▇▇▇▇'s liability to Landlord shall in all events remain direct and primary. In the case of any requested consent to a transfer, Tenant shall deliver to Landlord at the time thereof (i) a true and complete copy of the proposed instrument containing all of the terms and conditions of such transfer, and (ii) a written agreement of the assignee, sub-tenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, covenants and conditions of this Lease. Tenant shall give pay to Landlord, as additional rent, Landlord's reasonable out-of-pocket attorneys' fees in reviewing any transfer contemplated by this Section, whether or not Landlord written notice at least ten (10) days prior consents to the effective same. Any transferee of all or a substantial part of Tenant's interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease from and after the date of transfer; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the proposed transferdefault provisions). If Tenant shall default hereunder and such default shall continue beyond any applicable notice and cure period, along with all applicable documentation Landlord may collect rent and other information necessary for Landlord charges from such transferee (and upon notice such transferee shall pay directly to determine that Landlord) and apply the requirements net amount collected to the rent and other charges herein reserved, but no transfer shall be deemed a waiver of the provisions of this Section 13 have been satisfiedSection, including if applicable, or the qualification acceptance of such proposed the transferee as an affiliate a tenant, or a release of Tenant or any guarantor from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any transfer shall not relieve Tenant from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a Related Entityfurther assignment, subletting, license or occupancy; nor shall Landlord's consent alter in any manner whatsoever the terms of this Lease, to which any transfer at all times shall be subject and subordinate.
Appears in 1 contract
Assignment/Subletting. Except as provided herein, A. Tenant shall not, without ▇▇▇▇▇▇▇▇'s prior written consent, which will not assign be unreasonably withheld: (i) assign, transfer, hypothecate, mortgage, encumber, or in convey or subject to or permit to exist upon or be subjected to any manner transfer lien or charge this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenantit; (ii) company with which Tenant may merge allow any transfer of, or consolidateany lien upon, ▇▇▇▇▇▇'s interest in this Lease by operation of law; (iii) corporation that acquires all sublet the demised premises in whole or substantially all of the shares of stock or assets of Tenantin part; or (iv) allow the use or occupancy of any portion of the premises for a use other than the Use or by anyone other than Tenant or Tenant's employees. Notwithstanding the foregoing, should any law governing Landlord's consent to any corporation which is the successor corporation a sublease or assignment require Landlord to exercise reason in the event consideration of a corporate reorganization (a “Related Entity”)the granting or denying of consent, Landlord may take into consideration the business reputation and credit worthiness of the proposed subtenant or assignee; providedany alteration of the premises; the intended use of the premises by the proposed subtenant or assignee; the estimated pedestrian and vehicular traffic in the premises and to the Building which would be generated by the proposed subtenant or assignee; and any other factors which Landlord shall deem relevant. Provided further, however, that if ▇▇▇▇▇▇▇▇ does not consent to a sublease or assignment to any subtenant or assignee which is a governmental agency, which is a present tenant in the Building or with whom Landlord or its agents has discussed tenancy within the Building, same shall not be deemed to be unreasonable.
B. If Tenant shall, with ▇▇▇▇▇▇▇▇'s prior consent as herein required, sublet the demised premises: (i) an amount equal to rental in excess of the Base Rent and any Additional Rent herein provided to be paid shall be for benefit of Landlord and shall be paid to Landlord promptly when due under any such Related Entity does not use the Premises for any other use than the use permitted by this Lease, subletting as Additional Rent; and (ii) with respect to an assignment Landlord shall be entitled to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth fee not greater than an amount equal to or greater than $10,000,000.00. Landlord agrees that six (6) months Base Rental as consideration for any such consent.
C. If Tenant is an entity whose ownership is not publicly held, and if during the Term, the ownership of the control of Tenant changes, Tenant shall have the right, without Landlord’s consent, to sublease or license a portion notify Landlord of the Premises to a Related Entity described in subsection such change within five (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (105) days prior to the effective date of the proposed transferthereof, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfiedLandlord, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.at
Appears in 1 contract
Assignment/Subletting. Except as provided herein, (a) Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof not, without the prior written consent of Landlord, which shall not be unreasonably withheld, conditionedconditioned or delayed: (i) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or delayedsublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (ii) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. As part of Tenant’s request forAny such transfer, and sublease or use described in the preceding sentence (herein referred to as a condition to“Transfer”, which term shall include any reassignment of this Lease after any initial assignment of this Lease by the Tenant named herein, or any subsequent reassignment and any assignment of any sublease with respect to all or any portion of the Premises and any sub-subleasing of any portion of the Premises previously subleased) occurring without the prior written consent of Landlord shall be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord’s consent to any Transfer or acceptance of rent from any party other than Tenant shall not release Tenant from any covenant or obligation under this Lease. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignment assignee assumes the obligations of Tenant hereunder. For the purposes of this paragraph, the transfer (whether direct or subleaseindirect) of all or a majority of the capital stock in a corporate Tenant (other than the shares of the capital stock of a corporate Tenant whose stock is publicly traded), or the merger, consolidation or reorganization of such Tenant, or the transfer of all or any general partnership interest in any partnership, or the transfer of any membership interest in any limited liability company, shall be considered a Transfer.
(b) If Tenant desires the consent of Landlord to a transfer, Tenant shall provide Landlord with financial statements for submit to Landlord, at least thirty (30) days prior to the proposed transferee and effective date of the Transfer, a written notice which includes such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a require about the proposed transfer to a third party Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrarytransferee, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to aincluding: (i) parentthe name, subsidiary or affiliate business and financial condition of Tenant; the prospective transferee, (ii) company with which Tenant may merge or consolidate; ii)n a true and complete copy of the proposed instrument containing all of the terms and condition of such transfer, (iii) corporation that acquires all a written agreement of the assignee, subtenant or substantially licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the shares terms, covenants, and conditions of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord does not terminate this Lease, in whole or in part, pursuant to Section 5.1.11(c), Landlord shall not unreasonably withhold its consent to any assignment or sublease. Landlord shall not be deemed to have unreasonably withheld its consent if, in the judgment of Landlord: (i) the transferee is of a character or engaged in a business which is not in keeping with the standards or criteria used by Landlord in leasing the Building; (ii) the financial condition of the transferee is such that it may not be able to perform its obligations in connection with this Lease; (iii) the purpose for which the transferee intends to use the Premises or portion thereof is in violation of the terms of this Lease or the lease of any other tenant in the Building; (iv) the transferee is a tenant of the Building; (v) consent to the Transfer would violate any provisions of a Superior Mortgage, or (vi) any other basis which Landlord reasonably deems appropriate. If Landlord wrongfully withholds its consent to any Transfer, Tenant’s sole and exclusive remedy therefor, shall be to seek specific performance of Landlord’s obligation to consent to such Transfer. Tenant shall pay to Landlord any attorneys’ fees and expenses incurred by Landlord in connection with any proposed Transfer, whether or not Landlord consents to such Transfer, which fees shall not exceed $1,000.
(c) Other than with respect to an assignment a Transfer permitted by subsection (d) below, Landlord shall have the right to terminate this Lease as to that portion of the Premises covered by a Related Entity described in subsections Transfer. Landlord may exercise such right to terminate by giving notice to Tenant at any time within thirty (30) days after the date on which Tenant has furnished to Landlord all of the items required under Section 5.1.11(b) above. If Landlord exercises such right to terminate, Landlord shall be entitled to recover possession of, and Tenant shall surrender such portion of, the Premises (with appropriate demising partitions erected at the expense of Tenant) on the later of (i) the effective date of the proposed Transfer, or (ii) and sixty (iii)60) days after the date of Landlord’s notice of termination. Notwithstanding the foregoing, if Landlord elects to terminate this Lease as to that portion of the Premises covered by a Transfer, Tenant may elect to withdraw its request for consent to the Transfer within five (5) business days of receipt of Landlord’s notice of election to terminate. In the event Landlord exercises such Related Entity has a tangible net worth equal right to or greater than $10,000,000.00. terminate, Landlord agrees that Tenant shall have the rightright to enter into a lease with the proposed transferee without incurring any liability to Tenant on account thereof.
(d) Notwithstanding the prohibitions set forth in subsection (a) above, Tenant may, without Landlord’s consent, to sublease assign its interest in this Lease or license a portion of sublet the Premises to a Related Entity described in subsection corporation or other entity which shall (i) control, be under the control of, or be under common control with, Tenant (the term “control” as used herein shall mean ownership of more than 50% of the outstanding voting stock of a corporation, or other equivalent equity and control interest if Tenant is not a corporation), or (ii) result from the merger or consolidation of or into Tenant or be the purchaser of all or substantially all of Tenant’s assets, so long as (A) the principal purpose of such assignment or sublease is not the acquisition of Tenant’s interest in this Lease (except if such assignment or sublease is made for a valid intracorporate business purpose to an entity described in clause (iii) above) and is not made to circumvent the provisions of this section, provided (B) the Tenant named herein shall remain liable for all obligations of Tenant under this Lease, (C) prior to such assignment, such assignee shall enter into a written agreement with Landlord agreeing to be directly bound to Landlord under the terms of this Lease and (D) Tenant provides at least thirty (30) days’ prior written notice to Landlord of such assignment or sublease and copies of any relevant documentation relating to same.
(e) In no event shall any Transfer release or relieve Tenant from its obligations to fully observe or perform all of the terms, covenants and conditions of this Lease on its part to be observed or performed. It is agreed that such Related Entity does the liabilities and obligations of Tenant hereunder are enforceable either before, simultaneously with, or after proceeding against any assignee, sublessee or other transferee of Tenant. Further, Tenant agrees that the amount of any rent or other payment for the use or occupancy of all or any part of the Premises, by sublease, license, assignment of this Lease, or otherwise, shall not use depend, in whole or in part, on the income or profits derived by any person or entity from the Premises, other than an amount based on a fixed percentage or percentages of gross receipts or sales.
(f) Notwithstanding any transfer of this Lease, Tenant’s (and any guarantor’s) liability to Landlord shall in all events remain direct and primary. Any transferee of all or a substantial part of Tenant’s interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant’s covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions hereof). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges herein reserved, but no transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the transferee as a tenant, or a release of Tenant or any other use than guarantor from direct and primary liability for the use permitted by performance of all of the covenants of this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for The consent by Landlord to determine that any transfer shall not relieve Tenant from the requirements obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy; nor shall Landlord’s consent alter in any manner whatsoever the terms of this Lease, to which any transfer at all times shall be subject and subordinate. The breach by Tenant of any covenant in this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or shall be a Related Entitydefault for which there is no cure period.
Appears in 1 contract
Sources: Lease (Netezza Corp)
Assignment/Subletting. Except as provided herein, 14.1. Tenant shall not assign assign, transfer, mortgage or in any manner transfer encumber this Lease or any estate or interest hereunder and shall not sublease sublet the Premises or any part thereof without obtaining the prior written consent of Landlord, which shall not be unreasonably withheldwithheld nor shall any assignment or transfer of this Lease be effectuated by operation of law or otherwise without the prior written consent of Landlord. Consent shall not be unreasonably withheld or delayed; excepting however, conditionedTenant shall not assign this Lease, sublet the Premises, or delayed. As permit occupancy or use of the Premises or any part thereof by another party or parties, without giving Landlord fifteen (15) days written notice of proposed assignment or proposed subletting of all or any part of Tenant’s request forthe Premises. The consent by Landlord to any assignment, and transfer, or subletting to any party other than Landlord shall not be construed as a condition towaiver or release of Tenant from the terms of any covenant or obligation under this Lease, Landlord’s consent to nor shall the collection or acceptance of rent from any such assignee, transferee, subtenant or occupant constitute a waiver or release of Tenant from any covenant or obligation contained in this Lease, nor shall such assignment or subleasesubletting be construed to relieve Tenant from obtaining the consent in writing of Landlord to any further assignment or subletting. In the event that Tenant defaults hereunder, Tenant shall provide hereby assigns to Landlord with financial statements for the proposed transferee rent due from any subtenant of Tenant and hereby authorizes each such subtenant to pay said rent directly to Landlord.
14.2. Any transfer of a cumulative total of more than twenty-five percent (25%) of any legal and/or beneficial interest in Tenant (regardless of whether Tenant is a corporation, partnership or other information as Landlord may reasonably request. Tenant shall not be entitled entity), after the date hereof, whether to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party one or more persons or entities, whether at one or more different times, and Tenant’s sole remedy whether voluntarily, by operation of law, or otherwise, shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such deemed as assignment or sublease request. Notwithstanding anything in of this Lease to within the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent meaning of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in Article 14.
14.3. In the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises is subleased, Tenant shall continue to a Related Entity described pay Basic Rent as provided in subsection (i) Paragraph 3.01 above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. and, in addition, Tenant shall give be required to pay to Landlord written notice at least ten during each month of the term of the sublease, and within five (105) days prior to the effective date of receipt of rent from subtenant, fifty percent (50%) of the proposed transfer, along amount of payable by such subtenant in excess of the amount of Basic Rent payable by Tenant hereunder with all applicable documentation and other information necessary for Landlord respect to determine that portion of the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitysublet Premises.
Appears in 1 contract
Assignment/Subletting. Except as provided herein4.01 Neither Tenant nor Tenant's legal representatives or successors in interest by operation of law or otherwise, Tenant shall not assign assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior written consent of Landlord in each instance. The transfer of a majority of the issued and outstanding capital stock of any manner transfer corporate tenant or sublessee of this Lease or a majority of the total interest in any estate partnership tenant or interest hereunder sublessee or company, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, the conversion of a tenant or sublessee entity to either a limited liability company or a limited liability partnership or the merger or consolidation of a corporate tenant or sublessee, shall not sublease be deemed an assignment of this Lease or of such sublease. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. The listing of the name of a party or entity other than that of Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord, which shall not be unreasonably withheld, conditioned's consent to any assignment or sublease to, or delayedoccupancy of the Premises by, such party or entity. As If any lien is filed against the Premises or the Building of which the same form a part of Tenant’s request for, and as a condition to, Landlord’s consent for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, whether or not actually performed, the same shall be discharged within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered. For a period not to exceed ninety (90) days from Landlord’s receipt of notice from Tenant that Tenant seeks to locate or otherwise identify a proposed subleasee or assignee for all or a portion of the Premises, or any revision or modification of such notice, Tenant hereby grants Landlord’s rental agent for the Building, or such other licensed real estate broker as shall be designated by Landlord from time-to-time (the “Designated Agent”), the sole and exclusive right to effect any sublet, assignment, release and other disposition of all or any part of the demised Premises and any other space Tenant has under lease elsewhere in the Building (provided, however, that Tenant acknowledges and agrees that such Designated Agent from time to time may be obligated to endeavor to rent competitive space available in the Building on behalf of and pursuant to the instructions of Landlord or another tenant of the Building) and Tenant shall provide Landlord pay to such Designated Agent upon execution of each such sublease, assignment, release or other disposition a commission computed in accordance with financial statements such Designated Agent’s standard rates and rules then in effect for the proposed transferee locality in which the Building is located.
4.02 If Tenant desires to assign this Lease or to sublet all or any portion of the Premises other than pursuant to Section 4.09 hereof, it shall first submit in writing to Landlord the documents described in Section 4.06 hereof, and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent offer in writing (“Tenant’s Recapture Offer”), (i) with respect to a proposed transfer prospective assignment, to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in assign this Lease to Landlord without any payment of moneys or other consideration therefor, or, (ii) with respect to a prospective subletting, to sublet to Landlord the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent portion of the Landlord need not be obtained if Premises involved (“Leaseback Area") for the assignment term specified by Tenant in its proposed sublease or, at Landlord's option for the balance of the term of the Lease is less one (1) day, and at the lower of (a) Tenant's proposed subrental or (b) the rate of Fixed Annual Rent and Additional Rent, and otherwise on the same terms, covenants and conditions (including provisions relating to a: escalation rents), as are contained herein and as are allocable and applicable to the portion of the Premises to be covered by such subletting. Tenant’s Recapture Offer shall specify the date when the Leaseback Area will be made available to Landlord, which date shall be in no event earlier than forty-five (i45) parent, subsidiary or affiliate days nor later than ninety (90) days following the acceptance of Tenant; ’s Recapture Offer (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires the “Recapture Date”). If an offer of sublease is made, and if the proposed sublease will result in all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); providedPremises being sublet, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. then Landlord agrees that Tenant shall have the right, without Landlord’s consent, option to extend the term of its proposed sublease or license a portion for the balance of the Premises term of this Lease less one (1) day. Landlord shall have a period of forty-five(45) days from the receipt of such Tenant’s Recapture Offer to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by either accept or reject Tenant’s Recapture Offer or to terminate this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.
Appears in 1 contract
Sources: Lease Agreement (Xenomics Inc)