Common use of Assignments and Subleasing Clause in Contracts

Assignments and Subleasing. This Contract shall be binding on the parties hereto, their heirs, representatives, successors, and permitted assigns. A. This Contract shall not be assigned, transferred or sold, voluntarily or by operation of law, without the prior written consent and upon such terms and conditions as determined by the State Land Board, which shall not be unreasonably withheld, conditioned, or delayed. It shall be understood that any name change, or changes in ownership of the Grantee shall be considered an assignment. A change in name without a corresponding change in ownership and a change in name and/or ownership resulting from a merger or acquisition between Grantee, its partners, members or affiliates shall be considered an approved assignment (each an "Approved Assignment"), provided that the change in name and/or assignment is made in accordance with such terms and conditions as determined by the State Land Board. For each assignment that does not qualify as an Approved Assignment, Grantee shall be required to submit an assignment application fee of $500.00 plus additional assignment consideration in an amount to be determined at the time of the assignment notification to the State Land Board which is based on the length of the remaining Term. The assignment application fee and additional assignment consideration requirements shall not apply to Approved Assignments. There shall be no partial assignments of this Contract. B. Any transfer or assignment, or attempted transfer or assignment, of the Contract or any of the rights granted hereunder, without consent in writing of the State Land Board, shall be absolutely void, and at the option of the State Land Board, shall terminate this Contract. The acceptance by the State Land Board of any payment due hereunder from any person other than the Grantee shall not be deemed a waiver by the State Land Board of any provision of this Contract or to be consent to any assignment. C. Subleasing, encumbering, pledging or otherwise transferring this Contract is expressly prohibited under the terms of this Contract except as expressly provided in this Contract. D. Subleasing (including co-location of facilities not belonging to Grantee) is prohibited without the prior written consent of the State Land Board, which consent shall be at the State Land Board's sole discretion. Grantee shall request and obtain the State Land Board’s approval of any proposed subleasing or co-location of facilities prior to entering into any agreement to co-locate and prior to co-location of facilities on the Premises. Within thirty (30) calendar days of the anniversary date of the Effective Date (and each subsequent one-year date thereafter), the Grantee shall provide a report of all approved subleases including an accounting of the related sublease income and gross receipts received, including in-kind services and equipment. At that time, Grantee shall pay to the State Land Board an amount equal to 25% of gross receipts received during the previous year from subtenants or one-half (1/2) the previous year’s annual consideration amount pursuant to Section V, whichever is greater. All entities with subleasing arrangements that include land outside of the boundaries of the Premises and are owned by the State Land Board shall be required to enter into a separate agreement with the State Land Board. E. Grantee shall be responsible to assure that the sublessees comply with all the terms, conditions, and covenants of this Contract. A breach or default of this Contract by a sublessee shall be considered a breach of the Contract as if the Grantee had committed the breach; however, Grantee shall still be responsible for the performance and liabilities of all terms, conditions and covenants of this Contract.