Consent to Assignment or Subletting. If Landlord shall not exercise its option with respect to a surrender under Section 8.1(b)(aa) above, then Landlord shall not unreasonably withhold, condition or delay its consent to the proposed assignment or subletting referred to in Tenant’s notice provided the following additional conditions (fulfillment of which shall not of themselves preclude Landlord’s exercise of its further reasonable consent) shall be satisfied by ▇▇▇▇▇▇: (a) no assignment or subletting shall be to a person or entity which does not have a financial standing and be of a character and be engaged in business, or propose to use the assigned or sublet premises in a manner in keeping with the standards in such respects of the other tenancies in the Property and the character of the community; (b) the assignment or subletting shall be expressly subject to all of the obligations of Tenant under this Lease and the proposed assignee or subtenant shall assume all of Tenant’s obligations under this Lease pursuant to an assumption agreement satisfactory to Landlord in both form and content and, without limiting the generality of the foregoing, any assignment or sublease shall impose at least the same restrictions and conditions with respect to use as are contained in Article III and shall specifically provide that there shall be no further assignment or subletting without the prior written consent of Landlord as provided in this Article and compliance with all of the procedures and restrictions with respect to such consent; (c) that part, if any, of the term of any such assignment or sublease or any renewal or extension thereof, which shall extend beyond the Expiration Date or earlier termination of the Term, if any, shall be a nullity; (d) Landlord shall be furnished with a duplicate original of the assignment or sublease within ten (10) days after the date of its execution; (e) there shall be no uncured default by Tenant under any of the terms, covenants and conditions of this Lease, of which Landlord has previously notified Tenant, at the time that Landlord’s consent to any such assignment or subletting is requested and on the date of the commencement of the term of any such proposed assignment or sublease; (f) Tenant shall pay to Landlord, as additional rent, an amount equal to fifty percent (50%) of the Assignment Profit (hereinafter defined) or Sublease Profit (hereinafter defined), as the case may be. “Assignment Profit” shall mean an amount equal to all sums and other considerations paid to Tenant by the assignee for or by reason of such assignment (including, but not limited to, sums paid for the sale or rental of Tenant’s fixtures and leasehold improvements, equipment, furniture, furnishings or other personal property, less, in the case of a sale thereof, the then net unamortized or undepreciated cost thereof determined on the basis of Tenant’s federal income tax returns) which is in excess of the Basic Rent and Additional Rent accruing pursuant to the terms hereof through the remainder of the Term, provided further that the parties agree that the Assignment Profit shall not in any event include the sale proceeds in connection with the sale of substantially all of the assets of Tenant (other than with respect to the value of Tenant’s fixtures and leasehold improvements). “Sublease Profit” shall mean, in any year of the Term (aa) any rents, additional charges or other consideration payable under the sublease to Tenant by the subtenant which is in excess of the Basic Rent and Additional Rent accruing during such year of the Term in respect of the subleased space (at the rate per square foot payable by Tenant hereunder) pursuant to the terms hereof and (bb) all sums paid for the sale or rental of Tenant’s fixtures and leasehold improvements, equipment, furniture or other personal property, less, in the case of the sale thereof, the then net unamortized or undepreciated cost thereof determined on the basis of Tenant’s federal income tax returns, which net unamortized amount shall be deducted from the sums paid in connection with such sale in equal monthly installments over the balance of the term of the sublease (each such monthly deduction to be in an amount equal to the quotient of the net unamortized amount, divided by the number of months remaining in the Term), provided further that the parties agree that the Sublease Profit shall not in any event include the sale proceeds in connection with the sale of substantially all of the assets of Tenant (other than with respect to the value of Tenant’s fixtures, leasehold improvements, equipment, furniture or other personal property). The sums payable under this Article shall be paid to Landlord as and when due from the subtenant to Tenant. Tenant shall make reasonable efforts to collect said sums payable to Tenant by an assignee or subtenant, as the case may be;
Appears in 1 contract
Consent to Assignment or Subletting. If no Event of Default then exists and if Landlord does not give a Recapture Notice as provided below, ▇▇▇▇▇▇▇▇’s consent to a proposed assignment or sublease shall not exercise be unreasonably withheld and shall be granted or denied no later than the date (“Transfer Approval Date”) which is thirty (30) days after delivery to Landlord of (i) a true and complete statement reasonably detailing the identity of the proposed Transferee, the nature of its option business and its proposed use of the Premises, (ii) current financial information with respect to the Transferee, including its most recent financial statements, (iii) a surrender under Section 8.1(b)(aacopy of the fully executed assignment or sublease; and (iv) aboveany other information Landlord may reasonably request. If Tenant requests ▇▇▇▇▇▇▇▇’s consent to (A) a sublease of a portion of the Premises for a sublease term that is eighty percent (80%) or more of the remaining Term, then (B) a sublease of eighty percent (80%) or more of the Premises or (C) an assignment of this Lease Landlord shall not unreasonably withhold, condition have the right to terminate this Lease (or delay its consent in case of clause (A) to terminate the Lease for the portion of the Premises to be subleased) by Notice delivered to Tenant (“Recapture Notice”) on or prior to the Transfer Approval Date. Tenant shall have five (5) days after receipt of the Recapture Notice to rescind in writing the proposed assignment or subletting referred to in Tenant’s notice provided sublease, and, upon such rescission, the following additional conditions (fulfillment of which shall not of themselves preclude Landlord’s exercise of its further reasonable consent) Transfer Notice and Recapture Notice shall be satisfied null and void. If the Recapture Notice is not rescinded (x) this Lease shall end and expire for the applicable portion of the Premises on the date such assignment or sublease by ▇▇▇▇▇▇:
(a) no assignment or subletting shall be ▇ was to a person or entity which does not have a financial standing and be of a character and be engaged in businesscommence, or propose to use the assigned or sublet premises in a manner in keeping with the standards in such respects of the other tenancies in the Property and the character of the community;
(b) the assignment or subletting shall be expressly subject to all of the obligations of Tenant under this Lease and the proposed assignee or subtenant shall assume all of Tenant’s obligations under this Lease pursuant to an assumption agreement satisfactory to Landlord in both form and content and, without limiting the generality of the foregoing, any assignment or sublease shall impose at least the same restrictions and conditions with respect to use as are contained in Article III and shall specifically provide that there shall be no further assignment or subletting without the prior written consent of Landlord as provided in this Article and compliance with all of the procedures and restrictions with respect to such consent;
(c) that partor, if anylater, of the term of any such assignment or sublease or any renewal or extension thereof, which shall extend beyond the Expiration Date or earlier termination of the Term, if any, shall be a nullity;
sixty (d) Landlord shall be furnished with a duplicate original of the assignment or sublease within ten (1060) days after the date of the Recapture Notice unless Landlord agrees to such earlier date and upon any such termination. At Landlord’s request, Tenant shall enter into an amendment of this Lease confirming such total or partial termination, and the appropriate modifications to the terms and provisions hereof to reflect the reduction in the Premises including Base Rent and Tenant’s Share. Landlord shall not be deemed to have unreasonably withheld its execution;
consent if, in the reasonable judgment of Landlord: (ei) there shall be no uncured default the Transferee’s character or business is not consistent with the standards or criteria used by Tenant Landlord in leasing the Building; (ii) the Transferee does not have a sufficient financial condition to perform its obligations under any this Lease or the sublease; (iii) the Transferees use of the terms, covenants and conditions Premises violates this Lease or the uses set forth in Appendix VI; or (iv) the Transferee is a tenant of this Lease, of the Building or an entity with which Landlord has previously notified Tenant, at is actively negotiating a lease for space in the time that Landlord’s consent to any such assignment Building or subletting is requested and on the date of the commencement of the term of any such proposed assignment a governmental entity or sublease;
(f) agency. Tenant shall pay to Landlord the Consent Fee for any Transfer requiring Landlord, as additional rent, an amount equal ’s consent whether or not Landlord consents to fifty percent (50%) of the Assignment Profit (hereinafter defined) Transfer or Sublease Profit (hereinafter defined), as the case may be. “Assignment Profit” shall mean an amount equal to all sums and other considerations paid to delivered a Recapture Notice or Tenant by the assignee withdraws its request for or by reason of such assignment (including, but not limited to, sums paid for the sale or rental of Tenant’s fixtures and leasehold improvements, equipment, furniture, furnishings or other personal property, less, in the case consent after receipt of a sale thereof, the then net unamortized or undepreciated cost thereof determined on the basis of Tenant’s federal income tax returns) which is in excess of the Basic Rent and Additional Rent accruing pursuant to the terms hereof through the remainder of the Term, provided further that the parties agree that the Assignment Profit shall not in any event include the sale proceeds in connection with the sale of substantially all of the assets of Tenant (other than with respect to the value of Tenant’s fixtures and leasehold improvements). “Sublease Profit” shall mean, in any year of the Term (aa) any rents, additional charges or other consideration payable under the sublease to Tenant by the subtenant which is in excess of the Basic Rent and Additional Rent accruing during such year of the Term in respect of the subleased space (at the rate per square foot payable by Tenant hereunder) pursuant to the terms hereof and (bb) all sums paid for the sale or rental of Tenant’s fixtures and leasehold improvements, equipment, furniture or other personal property, less, in the case of the sale thereof, the then net unamortized or undepreciated cost thereof determined on the basis of Tenant’s federal income tax returns, which net unamortized amount shall be deducted from the sums paid in connection with such sale in equal monthly installments over the balance of the term of the sublease (each such monthly deduction to be in an amount equal to the quotient of the net unamortized amount, divided by the number of months remaining in the Term), provided further that the parties agree that the Sublease Profit shall not in any event include the sale proceeds in connection with the sale of substantially all of the assets of Tenant (other than with respect to the value of Tenant’s fixtures, leasehold improvements, equipment, furniture or other personal property). The sums payable under this Article shall be paid to Landlord as and when due from the subtenant to Tenant. Tenant shall make reasonable efforts to collect said sums payable to Tenant by an assignee or subtenant, as the case may be;Recapture Notice.
Appears in 1 contract
Sources: Office Lease (Sezzle Inc.)
Consent to Assignment or Subletting. If Landlord shall not exercise its option with respect to a surrender under Section 8.1(b)(aa) above, then Landlord shall not unreasonably withhold, condition or delay withhold its consent to the proposed assignment or subletting referred to in Tenant’s notice provided the following additional conditions (fulfillment of which shall not of themselves preclude Landlord’s exercise of its further reasonable consent) shall be satisfied by ▇▇▇▇▇▇Tenant:
(a) no assignment or subletting shall be to a person or entity which does not have a financial standing and be of a character and be engaged in business, or propose to use the assigned or sublet premises in a manner in keeping with the standards in such respects of the other tenancies in the Property and the character of the community;
(b) the assignment or subletting shall be expressly subject to all of the obligations of Tenant under this Lease and the proposed assignee or subtenant shall assume all of Tenant’s obligations under this Lease pursuant to an assumption agreement satisfactory to Landlord in both form and content and, without limiting the generality of the foregoing, any assignment or sublease shall impose at least the same restrictions and conditions with respect to use as are contained in Article III and shall specifically provide that there shall be no further assignment or subletting without the prior written consent of Landlord as provided in this Article and compliance with all of the procedures and restrictions with respect to such consent;
(c) that part, if any, of the term of any such assignment or sublease or any renewal or extension thereof, which shall extend beyond the Expiration Date or earlier termination of the Term, if any, shall be a nullity;
(d) Landlord shall be furnished with a duplicate original of the assignment or sublease within ten (10) days after the date of its execution;
(e) there shall be no uncured default by Tenant under any of the terms, covenants and conditions of this Lease, of which Landlord has previously notified Tenant, at the time that Landlord▇▇▇▇▇▇▇▇’s consent to any such assignment or subletting is requested and on the date of the commencement of the term of any such proposed assignment or sublease;
(f) Tenant shall pay to Landlord, as additional rent, an amount equal to fifty percent (50%) of the Assignment Profit (hereinafter defined) or Sublease Profit (hereinafter defined), as the case may be. “Assignment Profit” shall mean an amount equal to all sums and other considerations paid to Tenant by the assignee for or by reason of such assignment (including, but not limited to, sums paid for the sale or rental of Tenant’s fixtures and leasehold improvements, equipment, furniture, furnishings or other personal property, less, in property which exceed the case fair market value of a sale thereof, the then net unamortized or undepreciated cost thereof determined on the basis of Tenant’s federal income tax returnssuch items) which is in excess of the Basic Rent and Additional Rent accruing pursuant to the terms hereof through the remainder of the Term, provided further that the parties agree that the Assignment Profit shall not in any event include the sale proceeds in connection with the sale of substantially all of the assets of Tenant (other than with respect to the value of Tenant’s fixtures and leasehold improvements). “Sublease Profit” shall mean, in any year of the Term (aa) any rents, additional charges or other consideration payable under the sublease to Tenant by the subtenant which is in excess of the Basic Rent and Additional Rent accruing during such year of the Term in respect of the subleased space (at the rate per square foot payable by Tenant hereunder) pursuant to the terms hereof and (bb) all sums paid for the sale or rental of Tenant’s fixtures and leasehold improvements, equipment, furniture or other personal property, less, in property which exceed the case fair market value of the sale thereof, the then net unamortized or undepreciated cost thereof determined on the basis of Tenant’s federal income tax returnssuch items, which net unamortized amount shall be deducted from the sums paid in connection with such sale in equal monthly installments over the balance of the term of the sublease (each such monthly deduction to be in an amount equal to the quotient of the net unamortized amount, divided by the number of months remaining in the Term), provided further that the parties agree that the Sublease Profit shall not in any event include the sale proceeds in connection with the sale of substantially all of the assets of Tenant (other than with respect to the value of Tenant’s fixtures, leasehold improvements, equipment, furniture or other personal property). The sums payable under this Article shall be paid to Landlord as and when due from the subtenant to Tenant. Tenant shall make reasonable efforts to collect said sums payable to Tenant by an assignee or subtenant, as the case may be;
Appears in 1 contract
Sources: Lease Agreement