Consent Requirement. Tenant shall not do any of the following (collectively referred to herein as a “Transfer”), whether voluntarily, involuntarily or by operation of law, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, and the prior written consent of Master Lessor, which consent shall not be unreasonably withheld or delayed, as long as the Master Lease is in full force and effect: (i) sublet all or any part of the Premises or allow the Premises to be sublet, occupied or used by any person or entity other than Tenant; (ii) assign its interest in this Lease; (iii) mortgage or encumber the Lease (or otherwise use the Lease as a security device) in any manner; or (iv) materially amend or modify an assignment, sublease or other transfer that has been previously approved by Landlord. Tenant shall reimburse Landlord for all reasonable costs and attorneys’ fees incurred by Landlord in connection with the evaluation, processing, and/or documentation of any requested Transfer, not to exceed Two Thousand Five Hundred Dollars ($2,500.00) per request, whether or not Landlord’s consent is granted. Landlord’s reasonable costs shall include the cost of any review or investigation performed by Landlord or consultant acting on Landlord’s behalf of (a) Hazardous Materials used, stored, released, or disposed of by the potential subtenant or assignee, and/or (b) violations of Law by the Tenant or the proposed subtenant or assignee. Any Transfer so approved by Landlord shall not be effective until Tenant has delivered to Landlord an executed counterpart of the document evidencing the Transfer which (x) is in a form reasonably approved by Landlord, (y) contains the same terms and conditions as stated in Tenant’s notice given to Landlord pursuant to Section 17.2, and (z) in the case of an assignment of the Lease, contains the agreement of the proposed transferee to assume all obligations of Tenant under this Lease arising after the effective date of such Transfer. In the event of an assignment, Tenant and the proposed transferee shall remain jointly and severally liable for the obligations under this Lease unless otherwise agreed to in writing by Landlord and Tenant. Any attempted Transfer without Landlord’s consent shall constitute an Event of Tenant’s Default and shall be voidable at Landlord’s option. Landlord’s consent to any one Transfer shall not constitute a waiver of the provisions of this Section 17.1 as to any subsequent Transfer. No Transfer, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the Rent and to perform all of the other obligations to be performed by Tenant hereunder unless otherwise agreed to in writing by Landlord and Tenant. The acceptance of Rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease nor to be a consent to any Transfer.
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Sources: Lease Agreement (Palmsource Inc), Lease Agreement (Palm Inc)
Consent Requirement. Tenant shall not do any of the following (collectively referred to herein as a “"Transfer”"), whether voluntarily, involuntarily or by operation of law, without the prior written consent of Landlord, which consent shall not be unreasonably withheld withheld, delayed or delayed, and the prior written consent of Master Lessor, which consent shall not be unreasonably withheld or delayed, as long as the Master Lease is in full force and effect: conditioned:
(i) sublet all or any part of the Premises or allow the Premises to be sublet, occupied or used by any person or entity other than Tenant; (ii) assign its interest in this Lease; (iii) mortgage or encumber the Lease (or otherwise use the Lease as a security device) in any manner; or (iv) materially amend or modify an assignment, sublease or other transfer that has been previously approved by Landlord. Tenant shall reimburse Landlord for all reasonable costs and attorneys’ ' fees incurred by Landlord in connection with the evaluation, processing, and/or documentation of any requested Transfer, not to exceed Two Thousand Five Hundred Dollars ($2,500.00) per request, whether or not Landlord’s 's consent is granted. Landlord’s 's reasonable costs shall include the cost of any review or investigation performed by Landlord or consultant acting on Landlord’s 's behalf of (a) Hazardous Materials used, stored, released, or disposed of by the potential subtenant or assignee, and/or (b) violations of Law by the Tenant or the proposed subtenant or assignee. Any Transfer so approved by Landlord shall not be effective until Tenant has delivered to Landlord an executed counterpart of the document evidencing the Transfer which (x) is in a form reasonably approved by Landlord, (y) contains the same terms and conditions as stated in Tenant’s notice given to Landlord pursuant to Section 17.2, and (z) in the case of an assignment of the Lease, contains the agreement of the proposed transferee to assume all obligations of Tenant under this Lease arising after the effective date of such Transfer. In the event of an assignment, Tenant and the proposed transferee shall remain jointly and severally liable for the obligations under this Lease unless otherwise agreed to in writing by Landlord and Tenant. Any attempted Transfer without Landlord’s consent shall constitute an Event of Tenant’s Default and shall be voidable at Landlord’s option. Landlord’s consent to any one Transfer shall not constitute a waiver of the provisions of this Section 17.1 as to any subsequent Transfer. No Transfer, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the Rent and to perform all of the other obligations to be performed by Tenant hereunder unless otherwise agreed to in writing by Landlord and Tenant. The acceptance of Rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease nor to be a consent to any Transfer.reasonably
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