No Release. No assignment or sublease shall release Tenant from its obligations under this Lease, whether arising before or after the assignment or sublease. The acceptance of Rent by Landlord from any other person shall not be deemed a waiver by Landlord of any provision of this Article 17. On a default by any assignee of Tenant in the performance of any of the terms, covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assignee. No consent by Landlord to any further assignments or sublettings of this Lease, or any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or any other obligations under this Lease, or any other action by Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default of any such assignee or sublessee, shall affect the continuing liability of Tenant for its obligations under this Lease and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing matters.
Appears in 6 contracts
Sources: Office Lease (Mobitv Inc), Sublease Agreement (Salesforce Com Inc), Office Lease (Salesforce Com Inc)
No Release. No assignment Notwithstanding any Transfer and whether or sublease not the same is consented to, the liability of Tenant to Landlord shall release remain direct and primary. Any Transferee (other than a subtenant of less than all or substantially all of Tenant’s interest in the Premises) shall be jointly and severally liable with Tenant from its obligations to Landlord for the performance of all of Tenant’s covenants under this Lease; and such Transferee 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 a default). Tenant hereby irrevocably authorizes Landlord, whether arising before or after upon the assignment or sublease. The acceptance occurrence of a default (following the giving of notice of such default, where applicable) to collect Rent by Landlord from any Transferee (and upon notice any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other person charges reserved under this Lease. No Transfer (whether or not consented to by Landlord, and whether or not such consent is required) shall not be deemed a waiver by Landlord of any provision the provisions of this Article 17. On Section, or the acceptance of the Transferee as a default by any assignee tenant, or a release of Tenant in from direct and primary liability for the performance of any all of the terms, covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assignee. No The consent by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further assignments Transfer by Tenant or sublettings such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, or to which any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or any other obligations under this Lease, or any other action by Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default of any such assignee or sublessee, Transfer at all times shall affect the continuing liability of Tenant for its obligations under this Lease be subject and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing matterssubordinate.
Appears in 6 contracts
Sources: Lease Agreement (Vertex Pharmaceuticals Inc / Ma), Lease Agreement (Vertex Pharmaceuticals Inc / Ma), Lease Agreement (Senior Housing Properties Trust)
No Release. No assignment Notwithstanding any transfer of this Lease or sublease any interest therein (other than an Excluded Transaction or, in Landlord's discretion, a transfer of a division of Tenant that occupies the entire Building which transfer involves the entire Building), Tenant's (and any Guarantor's) liability to Landlord shall release 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 from its obligations 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). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the rent and other charges herein reserved, whether arising before or after the assignment or sublease. The acceptance of Rent by Landlord from any other person but no transfer shall not be deemed a waiver by Landlord of any provision the provisions of this Article 17. On Section, or the acceptance of the transferee as a default by any assignee tenant, or a release of Tenant in or any guarantor from direct and primary liability for the performance of any all of the terms, covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assignee. No 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 assignments assignment, subletting, license or sublettings occupancy, to the extent required in Section 8.1; nor shall Landlord's consent alter in any manner whatsoever the terms of this Lease, or to which any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or any other obligations under this Lease, or any other action transfer at all times shall be subject and subordinate. The breach by Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default Tenant of any such assignee or sublessee, restriction on transfer in this Section shall affect the continuing liability of Tenant be a default for its obligations under this Lease and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have which there is no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing matterscure period.
Appears in 4 contracts
Sources: Lease (Dayton Superior Corp), Lease (Dayton Superior Corp), Lease (Dayton Superior Corp)
No Release. No assignment or sublease shall release Tenant from its obligations under this Lease, whether arising before or after the assignment or sublease. The acceptance of Rent by Landlord from any other person shall not be deemed a waiver by Landlord of any provision of this Article 17. On a default an Event of Default by any assignee of Tenant in the performance of any of the terms, covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assignee. No consent by Landlord to any further assignments or sublettings of this Lease, or to any modification, amendment or termination of this Lease, or to any extension, waiver or modification of payment or any other obligations under this Lease, or any other action by Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default Event of Default of any such assignee or sublessee, shall affect the continuing liability of Tenant for its obligations under this Lease Lease, and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing matters.
Appears in 4 contracts
Sources: Office Lease (iRhythm Technologies, Inc.), Lease Agreement (Eventbrite, Inc.), Office Lease (iRhythm Technologies, Inc.)
No Release. No assignment Notwithstanding any Transfer and whether or sublease not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall release remain direct and primary. Any transferee of all or substantially all of Tenant’s interest in the Premises (including any such transferee under a Related Party Transfer) shall be jointly and severally liable with Tenant from its obligations to Landlord for the performance of all of Tenant’s covenants under this Lease, whether arising before or after the assignment or sublease; 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 a default). The acceptance of Tenant hereby irrevocably authorizes Landlord to collect Rent by Landlord from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other person charges reserved under this Lease. No Transfer shall not be deemed a waiver by Landlord of any provision the provisions of this Article 17. On Section, or the acceptance of the transferee as a default by any assignee tenant, or a release of Tenant in from direct and primary liability for the performance of any all of the termscovenants of this Lease. Notwithstanding anything to the contrary in the documents effecting the Transfer, covenants or conditions no Transfer shall alter in any manner whatsoever the terms of this Lease, Landlord may proceed directly against to which any Transfer at all times shall be subject and subordinate. The breach by Tenant without or any transferee of any covenant in this Article shall be a default for which there is no cure period. Anything contained in the necessity of commencing or exhausting remedies against such assignee. No consent by Landlord to any further assignments or sublettings foregoing provisions of this Leasesection to the contrary notwithstanding, or neither Tenant nor any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or transferee nor any other obligations under this Leaseperson having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other action agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by Landlord with respect to any assignee person from the Premises leased, used, occupied or sublesseeutilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or the insolvency, or bankruptcy or default other agreement shall be absolutely void and ineffective as a conveyance of any such assignee right or sublesseeinterest in the possession, shall affect the continuing liability use, occupancy or utilization of Tenant for its obligations under this Lease and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any part of the foregoing mattersPremises.
Appears in 4 contracts
Sources: Lease Agreement (Keros Therapeutics, Inc.), Lease Agreement (Keros Therapeutics, Inc.), Lease Agreement (Xenetic Biosciences, Inc.)
No Release. No assignment Notwithstanding any Transfer and whether or sublease not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall release remain direct and primary, to the extent that Tenant from its obligations still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest in the Premises, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, whether arising before or after the assignment or sublease. The acceptance of Tenant hereby irrevocably authorizes Landlord to collect Rent by Landlord and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other person charges reserved under this Lease. No Transfer shall not be deemed a waiver of the provisions of this Section, or the acceptance of the Transferee as a tenant, or a release of Tenant 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 or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further Transfer by Tenant or such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not 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 or any Transferee of any provision of this Article 17. On shall be a default by any assignee of Tenant in the performance of any of the terms, covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assignee. No consent by Landlord to any further assignments or sublettings of this Lease, or any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or any other obligations under this Lease, or any other action by Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default of any such assignee or sublessee, shall affect the continuing liability of Tenant for its obligations under this Lease and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have which there is no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing matterscure period.
Appears in 4 contracts
Sources: Lease Agreement (SQZ Biotechnologies Co), Lease (C4 Therapeutics, Inc.), Lease (C4 Therapeutics, Inc.)
No Release. No assignment or sublease shall release Tenant from its obligations under this Lease, whether arising before or after the assignment or sublease. The acceptance of Rent by Landlord from any other person shall not be deemed a waiver by Landlord of any provision of this Article 17. On a default an Event of Default by any assignee of Tenant in the performance of any of the terms, covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assignee. No consent by Landlord to any further assignments or sublettings of this Lease, or to any modification, amendment or termination of this Lease, or to any extension, waiver or modification of payment or any other obligations under this Lease, or any other action by Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default Event of Default of any such assignee or sublessee, shall affect the continuing liability of Tenant for its obligations under this Lease Lease, and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing matters. As a condition to Landlord’s approval of any assignment, Landlord may require Tenant to execute Landlord’s then standard form of guaranty to reaffirm Tenant’s obligations hereunder.
Appears in 3 contracts
Sources: Agreement to Enter Into Lease and Purchase Option (PACIFIC GAS & ELECTRIC Co), Office Lease (iRhythm Technologies, Inc.), Office Lease (iRhythm Technologies, Inc.)
No Release. No Notwithstanding any assignment of this Sublease or sublease subletting of the Subleased Premises, Subtenant shall release Tenant from remain primarily responsible for the satisfaction of its obligations and liabilities hereunder, and such responsibility shall not be limited, affected, diminished or discharged by any event whatsoever, including, but not limited to, the compromise or settlement (with or without release) of any other person or entity liable for the payment of Subtenant’s liabilities and/or the performance of Subtenant’s obligations under this LeaseSublease, Sublandlord’s failure to file suit against any assignee of Subtenant (regardless of whether arising before such assignee is becoming insolvent, is believed to be about to leave the state or after the assignment or sublease. The acceptance of Rent by Landlord from any other person shall not be deemed a waiver by Landlord circumstance), Sublandlord’s failure to give Subtenant notice of any default, the unenforceability of any provision of this Article 17. On a default by any Sublease against an assignee of Tenant in Subtenant due to bankruptcy discharge or otherwise, Sublandlord’s failure to insist upon the strict performance of the terms of this Sublease, the extension, modification or amendment of this Sublease, any subsequent assignment of this Sublease or subletting of the terms, covenants Subleased Premises (whether or conditions not consented to by Sublandlord) or Sublandlord’s failure to exercise diligence in collection. Any assignment of this Lease, Landlord may proceed directly against Tenant without the necessity of commencing Sublease or exhausting remedies against such assignee. No consent by Landlord to any further assignments or sublettings of this Lease, or any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or any other obligations under this Lease, or any other action by Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default of any such assignee or sublessee, shall affect the continuing liability of Tenant for its obligations under this Lease and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any subletting of the foregoing mattersSubleased Premises (or portion thereof) not approved by Sublandlord, in writing, shall, at Sublandlord’s option, be void.
Appears in 3 contracts
Sources: Sublease Agreement (Smith & Wesson Brands, Inc.), Sublease Agreement (American Outdoor Brands, Inc.), Sublease Agreement (American Outdoor Brands, Inc.)
No Release. No assignment Notwithstanding Landlord's consent to any Transfer, Tenant shall remain liable to Landlord for the prompt and continuing payment of all forms of Rent, payable under this Lease and the performance of all other covenants of this Lease. Consent by Landlord to a transfer shall not relieve Tenant from the obligation to obtain Landlord's written consent to any further transfer. If Landlord consents to a transfer, in no event shall any permitted transferee assign or sublease encumber this Lease or 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. If this Lease is nevertheless assigned, or the Premises are sublet or occupied by anyone other than Tenant, Landlord may accept rent from such assignee, subtenant, or occupant and apply the net amount thereof to the rent reserved in this Lease, but no such assignment, subletting, occupancy, or acceptance of rent shall be deemed a waiver of the requirement for Landlord's consent set forth in this section or constitute a novation or otherwise release Tenant from its obligations under this Lease, whether arising before or after the assignment or sublease. The acceptance of Rent by Landlord from any other person shall not be deemed a waiver by Landlord of any provision of this Article 17. On a default by any assignee of Tenant in the performance of any of the terms, covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assignee. No consent by Landlord to any further assignments or sublettings of this Lease, or any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or any other obligations under this Lease, or any other action by Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default of any such assignee or sublessee, shall affect the continuing liability of Tenant for its obligations under this Lease and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing matters.
Appears in 2 contracts
Sources: Office Lease (Colonial Direct Financial Group Inc), Office Lease (Talk Com)
No Release. No assignment Notwithstanding any Transfer and whether or sublease not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall release remain direct and primary, to the extent that Tenant from its obligations still exists as a separate entity after a Related Party Transfer. Any Transferee of all or substantially all of Tenant’s interest in the Premises, including any such Transferee under a Related Party Transfer, shall be jointly and severally liable with Tenant (to the extent that Tenant still exists as a separate entity after a Related Party Transfer) to Landlord for the performance of all of Tenant’s covenants under this Lease; and such Transferee shall upon written request from Landlord execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be a default). During any period when there exists an Event of Default by Tenant which is then continuing, whether arising before or after the assignment or sublease. The acceptance of Tenant hereby irrevocably authorizes Landlord to collect Rent by Landlord and other charges from any Transferee (and upon notice from Landlord any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other person charges reserved under this Lease. No Transfer shall not be deemed a waiver by Landlord of any provision the provisions of this Article 17. On Section, or the acceptance of the Transferee as a default by any assignee tenant, or a release of Tenant in from direct and primary liability for the performance of any all of the terms, covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assignee. No The consent by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further assignments Transfer by Tenant or sublettings such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, or to which any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or any other obligations under this Lease, or any other action by Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default of any such assignee or sublessee, Transfer at all times shall affect the continuing liability of Tenant for its obligations under this Lease be subject and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing matterssubordinate.
Appears in 2 contracts
Sources: Lease Agreement (Vigil Neuroscience, Inc.), Lease Agreement (Vigil Neuroscience, Inc.)
No Release. No Notwithstanding any assignment of this Agreement or sublease the Lease or subletting of the MO Property, Assignee shall release Tenant from remain primarily responsible for the satisfaction of its obligations and liabilities hereunder and the satisfaction of the obligations and liabilities under the Lease, and such responsibility shall not be limited, affected, diminished or discharged by any event whatsoever, including, but not limited to, the compromise or settlement (with or without release) of any other person or entity liable for the payment of Assignee’s liabilities and/or the performance of Assignee’s obligations under this Agreement or the Lease, Assignor’s failure to file suit against any assignee of Assignee (regardless of whether arising before such assignee is becoming insolvent, is believed to be about to leave the state or after the assignment or sublease. The acceptance of Rent by Landlord from any other person shall not be deemed a waiver by Landlord circumstance), Assignor’s failure to give Assignee notice of any default, the unenforceability of any provision of this Article 17. On a default by any Agreement or the Lease against an assignee of Tenant in Assignee due to bankruptcy discharge or otherwise, Assignor’s failure to insist upon the strict performance of the terms of this Agreement or the Lease, the extension, modification or amendment of this Agreement or the Lease, any subsequent assignment of this Agreement, the Lease or subletting of the terms, covenants MO Property (whether or conditions not consented to by Assignor) or Assignor’s failure to exercise diligence in collection. Any assignment of the Lease or subletting of the MO Property (or portion thereof) not permitted under clause (a) of this Leasesection shall, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assignee. No consent by Landlord to any further assignments or sublettings of this Leaseat Assignor’s option, or any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or any other obligations under this Lease, or any other action by Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default of any such assignee or sublessee, shall affect the continuing liability of Tenant for its obligations under this Lease and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing mattersbe void.
Appears in 2 contracts
Sources: Assignment and Assumption of Lease Agreement (Smith & Wesson Brands, Inc.), Assignment and Assumption of Lease Agreement (American Outdoor Brands, Inc.)
No Release. No Any assignment or sublease shall release be made only if and shall not be effective until the assignee or subtenant shall execute, acknowledge and deliver to Landlord an agreement, in form and substance satisfactory to Landlord, whereby the assignee or subtenant shall assume all of the obligations of this Lease on the part of Tenant from its obligations under to be performed or observed and shall be subject to all of the covenants, agreements, terms, provisions and conditions contained in this Lease, whether arising before except as expressly provided for therein. Notwithstanding any such sublease or after assignment and the assignment or sublease. The acceptance of Rent rent by Landlord from any subtenant or assignee, Tenant and any guarantor shall and will remain fully liable for the payment of the rent and additional rent due hereunder, and to become due hereunder, for the performance of all of the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed and for all acts and omissions of any licensee, subtenant, assignee or any other person claiming under or through any subtenant or assignee that shall not be deemed a waiver by Landlord of any provision of this Article 17. On a default by any assignee of Tenant in the performance violation of any of the terms, covenants or terms and conditions of this Lease, and any such violation shall be deemed to be a violation by Tenant. Tenant shall further indemnify, defend and hold Landlord harmless from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorney fees) resulting from any claims that may proceed directly be made against Tenant without Landlord by the necessity of commencing or exhausting remedies against such assignee. No consent by Landlord to any further assignments or sublettings of this Lease, or any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or any other obligations under this Lease, or any other action by Landlord with respect to any proposed assignee or sublessee, subtenant or by any real estate brokers or other persons claiming a commission or similar compensation in connection with the insolvency, proposed assignment or bankruptcy or default of any such assignee or sublessee, shall affect the continuing liability of Tenant for its obligations under this Lease and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing matterssublease.
Appears in 2 contracts
Sources: Lease Agreement (Western Digital Corp), Lease Agreement (Komag Inc /De/)
No Release. No assignment or sublease Transfer shall release or discharge Tenant of or from its obligations any liability, whether past, present or future, under this Lease, whether arising before and Tenant shall continue to be fully liable hereunder. Each subtenant or after the assignment or sublease. The acceptance of Rent assignee shall agree, in a form reasonably satisfactory to Landlord, to comply with and be bound by Landlord from any other person shall not be deemed a waiver by Landlord of any provision of this Article 17. On a default by any assignee of Tenant in the performance of any all of the terms, covenants or conditions covenants, conditions, provisions and agreements of this Lease. The assignment or sublease agreement, as the case may be, after approval by Landlord, shall not be amended without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, and shall contain a provision directing the assignee or subtenant to pay the rent and other sums due thereunder directly to Landlord may proceed directly against upon receiving written notice from Landlord that Tenant without the necessity of commencing or exhausting remedies against such assignee. No consent by Landlord to any further assignments or sublettings of this Lease, or any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or any other obligations is in Default under this Lease, or any other action by Landlord Lease with respect to the payment of Rent. In the event that, notwithstanding the giving of such notice, Tenant collects any rent or other sums from the assignee or sublesseesubtenant, or then Tenant shall hold such sums in trust for the insolvency, or bankruptcy or default benefit of any Landlord and shall immediately forward the same to Landlord. ▇▇▇▇▇▇▇▇’s collection of such rent and other sums shall not constitute an acceptance by Landlord of attornment by such assignee or sublessee, subtenant. Tenant shall affect the continuing liability deliver to Landlord promptly after execution an executed copy of Tenant for its obligations under this Lease each Transfer and Tenant waives any defense arising out an agreement of compliance by each such subtenant or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing mattersassignee.
Appears in 2 contracts
Sources: Lease Agreement (Astra Space, Inc.), Lease Agreement (Astra Space, Inc.)
No Release. No assignment Notwithstanding any transfer and whether or sublease not the same is a Permitted Transfer or is consented to, Tenant's (and any guarantor's) liability to Landlord shall release remain direct and primary. Any transferee of all or substantially all of Tenant's interest in the Premises, including any such transferee by virtue of a Permitted Transfer, shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant from its obligations for the performance of all of Tenant's covenants under this Lease, whether arising before or after the assignment or sublease; 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 a default). The acceptance of Rent by Tenant hereby irrevocably authorizes Landlord to collect rent and other charges from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other person charges reserved under this Lease. No transfer shall not be deemed a waiver by Landlord of any provision the provisions of this Article 17. On Section, or the acceptance of the transferee as a default by any assignee tenant, or a release of Tenant in or any guarantor from direct and primary liability for the performance of any all of the terms, covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assignee. No The consent by Landlord to any transfer shall not relieve Tenant or any transferee from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignments transfer by Tenant or sublettings such transferee. Notwithstanding anything to the contrary in the documents effecting the transfer, Landlord's consent shall not 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 or any modification, amendment or transferee of any covenant in this Article shall be an Event of Default for which there is no cure period. Failure by Landlord to consent to a proposed transfer shall never cause a termination of this Lease, Lease or extension, waiver or modification of payment or any other obligations under this Lease, or any other action by subject Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default damages beyond Tenant's direct costs of any establishing its entitlement to such assignee or sublessee, shall affect the continuing liability of Tenant for its obligations under this Lease and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing mattersconsent.
Appears in 2 contracts
No Release. No assignment or sublease (including without limitation any assignment under Section 14.01(b)) shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. Landlord’s consent to any assignment or sublease and/or Landlord’s acceptance of rent from an assignee or sublessee shall in no event: (i) release Tenant from its obligations under this Lease, whether arising before or after the assignment or sublease. The acceptance of Rent by Landlord from any other person shall not be deemed a waiver by Landlord of any provision of this Article 17. On a default by any assignee of Tenant in the performance of any of the terms, covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assignee. No consent by Landlord to any further assignments or sublettings of this Lease, or any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or any other obligations liability under this Lease, or (ii) be construed as Landlord’s agreement to recognize any other action by subtenant or sublease. Furthermore, should Landlord with respect and any subsequent assignee of Tenant’s interest in the Lease enter into any amendments, modifications or supplements to the Lease, the original Tenant shall remain liable for all obligations of the tenant under the Lease as amended, modified or supplemented irrespective of whether the original Tenant receives notice of or consents to any assignee such amendment, modification or sublesseesupplement to the Lease, except to the extent that Landlord and original Tenant otherwise agree in writing at the time of the assignment or thereafter. Except to the insolvencyextent that Landlord and original Tenant otherwise agree in writing at the time of the assignment or thereafter, Tenant acknowledges, understands and agrees that Tenant shall remain liable on the Lease whether or bankruptcy not Tenant consents to or default has notice of any such assignee subsequent amendment, modification or sublesseesupplement and Landlord has specifically bargained for the right to so amend, shall affect modify or supplement the continuing liability of Lease subsequent to an assignment without obtaining said consent or giving said approval. Tenant for its obligations under this Lease and may only be released upon any assignment or sublease if Landlord releases Tenant waives any defense arising out of or based thereonin writing by separate instrument, including any suretyship defense of exoneration. which release Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing mattersgive.
Appears in 2 contracts
Sources: Master Lease Agreement (Bob Evans Farms Inc), Master Lease Agreement (Bob Evans Farms Inc)
No Release. No Notwithstanding any assignment or sublease shall release subletting, Tenant from its and any Guarantor of Tenant's obligations under this Lease, whether arising before or Lease shall remain fully responsible and liable for the payment of the rent herein specified and for compliance with all of Tenant's other obligations under this Lease (even if future assignments and sublettings occur after the assignment or subleasesubletting by Tenant, and regardless of whether or not Tenant's approval has been obtained for those future assignments and sublettings). The acceptance of Rent Moreover, if the rental due and payable by Landlord from any other person shall not be deemed a waiver by Landlord of any provision of this Article 17. On sublessee (or a default by any assignee of Tenant in the performance of any combination of the terms, covenants rental payable by the sublessee plus any bonus or conditions of this Lease, Landlord may proceed directly against Tenant without other consideration relating thereto) exceeds the necessity of commencing or exhausting remedies against such assignee. No consent by Landlord to any further assignments or sublettings of this Lease, or any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or any other obligations rental payable under this Lease, or any other action by Landlord if with respect to any a permitted assignment, permitted license or other transfer by Tenant permitted by Landlord. the consideration payable to Tenant by the assignee, licensee or other transferee exceeds the rental payable under this Lease, then Tenant shall pay to Landlord the excess amounts within ten (10) days after receipt thereof by Tenant. Finally, on an assignment or subletting, it is understood and agreed that all rentals paid to Tenant by an assignee or sublesseesublessee are received by Tenant in trust for Landlord, to be forwarded immediately to Landlord without offset or the insolvency, or bankruptcy or default reduction of any such assignee or sublesseekind. On Landlord's election, those rentals shall affect the continuing liability of Tenant for its obligations be paid directly to Landlord as specified under this Lease and Tenant waives (to be applied as a credit against Tenant's accrued rental obligations, with any defense arising out excess being the sole property of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing mattersLandlord).
Appears in 1 contract
Sources: Office Lease Agreement (Bionumerik Pharmaceuticals Inc)
No Release. No assignment or sublease shall release Tenant from its obligations under this Lease, whether arising before or after the assignment or sublease. The acceptance of Rent by Landlord from any other person shall not be deemed a waiver by Landlord of any provision of this Article 17. On a default an Event of Default by any assignee of Tenant in the performance of any of the terms, covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assignee. No consent by Landlord to any further assignments or sublettings of this Lease, or to any modification, amendment or termination of this Lease, or to any extension, waiver or modification of payment or any other obligations under this Lease, or any other action by Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default Event of Default of any such assignee or sublessee, shall affect the continuing liability of Tenant for its obligations under this Lease Lease, and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing matters. As a condition to Landlord’s approval of any assignment, Landlord may require Tenant to execute Landlord’s then standard commercially reasonable form of guaranty to reaffirm Tenant’s obligations hereunder.
Appears in 1 contract
Sources: Office Lease (Stitch Fix, Inc.)
No Release. No assignment or sublease shall release Tenant from its obligations under If this LeaseLease is assigned, whether arising before or after the assignment or sublease. The acceptance of Rent by Landlord from any other person shall not be deemed a waiver by Landlord of any provision of this Article 17. On a default by any assignee of Tenant in the performance of any violation of the terms, covenants or conditions provisions of this Lease, Landlord may proceed directly against Tenant without collect rent from the necessity of commencing or exhausting remedies against such assignee. No If the Premises or any part thereof are sublet or used or occupied by anybody other than Tenant, whether or not in violation of this Lease, Landlord may, if an Event of Default has occurred and is continuing, collect rent from the subtenant or occupant. In either event, Landlord shall 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 the provisions of this Article 10, or the acceptance of the assignee, subtenant or occupant as a subtenant or the tenant hereunder, or a release of Tenant from the performance of its obligations under this Lease. The consent by Landlord to the assignment, subletting or use or occupancy by others of the Premises shall not in any way be considered to relieve Tenant (or any Subtenant) from obtaining the express written consent of Landlord to any other or further assignments assignment, subletting or sublettings use or occupancy not expressly permitted by this Article 10. Consent to any assignment and/or further subletting by a subtenant shall be granted or denied by Landlord using the same standards as applicable to a similar request therefor by Tenant hereunder. References in this Lease to use or occupancy by others (that is, by anyone other than Tenant) shall not be construed as limited to use or occupancy by subtenants and those claiming under or through subtenants, but as also including use or occupancy by licensees, concessionaires, operators and others claiming any right of this Leaseuse or occupancy, immediately or remotely, or any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or claiming any other obligations under this Lease, right of possession or any other action by Landlord with respect occupancy (all such Persons are each herein referred to any assignee or sublessee, or the insolvency, or bankruptcy or default of any such assignee or sublessee, shall affect the continuing liability of Tenant for its obligations under this Lease and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing mattersas a “Subtenant”).
Appears in 1 contract
No Release. No assignment or sublease shall Transfer will release Tenant from its of ----------- Tenant's obligations under this LeaseLease or alter the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. However, whether arising before or after the assignment or sublease. The acceptance of Rent rent by Landlord from any other person shall will not be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer will not be deemed consent to any subsequent Transfer. In the event of this Article 17. On a default by any assignee Transferee of Tenant or any successor of Tenant in the performance of any of the terms, covenants or conditions of this Leaseterms hereof, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assigneeTransferee or successor. No Landlord may consent by Landlord to any further subsequent assignments of this Lease or sublettings or amendments or modifications to this Lease with assignees of this LeaseTenant, without notifying Tenant, or any modification, amendment successor of Tenant and without obtaining its or termination their consent thereto and any such actions will not relieve Tenant of this Lease, or extension, waiver or modification of payment or any other obligations liability under this Lease. The dissolution of the original Tenant hereunder following a Permitted Transfer that is a merger, consolidation or any other action by Landlord asset purchase in compliance with respect to any assignee or sublessee, or Section 24(a) shall not require Landlord's consent provided the insolvency, or bankruptcy or default successor Tenant fully assumes all of any such assignee or sublessee, shall affect the continuing liability of Tenant for its original Tenant's obligations under this Lease from and Tenant waives any defense arising out after the date of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing mattersthis Lease.
Appears in 1 contract
No Release. No assignment or sublease shall release Tenant from its obligations under this Lease, whether arising before or after the assignment or sublease. The acceptance of Rent by Landlord from any other person shall not be deemed a waiver by Landlord of any provision of this Article 17. On a default an Event of Default by any assignee of Tenant in the performance of any of the terms, covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assignee. No consent by Landlord to any further assignments or sublettings of this Lease, or to any modification, amendment or termination of this Lease, or to any extension, waiver or modification of payment or any other obligations under this Lease, or any other action by Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default Event of Default of any such assignee or sublessee, shall affect the continuing liability of Tenant for its obligations under this Lease Lease, and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing matters. As a condition to Landlord’s approval of any assignment, Landlord may require Tenant to execute Landlord’s then standard form of commercially reasonable guaranty to reaffirm Tenant’s obligations hereunder.
Appears in 1 contract
Sources: Office Lease (Jamba, Inc.)
No Release. No assignment Notwithstanding any Transfer (whether a Permitted Transfer or sublease a Transfer to a Third Party, and whether or not the same is consented to), the liability of Tenant to Landlord for all obligations under this Lease shall release remain direct and primary. Any Transferee shall be jointly and severally liable with Tenant from its obligations to Landlord for the performance of all of Tenant’s covenants under this Lease, whether arising before or after but only to the assignment or subleaseextent undertaken in the Transfer instrument; and such Transferee shall, upon Landlord’s request, execute and deliver such instruments as Landlord reasonably requests in confirmation thereof. The acceptance Tenant hereby irrevocably authorizes Landlord, upon the occurrence of Rent by Landlord a default (following the giving of notice of such default, where applicable) to collect rent directly from any Transferee (and upon notice any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other person charges reserved under this Lease. No Transfer (whether or not consented to by Landlord, and whether or not such consent is required) shall not be deemed a waiver by Landlord of any provision the provisions of this Article 17. On Section, or the acceptance of the Transferee as a default by any assignee tenant, or a release of Tenant in from direct and primary liability for the performance of any all of the terms, covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assignee. No The consent by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further assignments Transfer by Tenant or sublettings such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, or to which any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or any other obligations under this Lease, or any other action by Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default of any such assignee or sublessee, Transfer at all times shall affect the continuing liability of Tenant for its obligations under this Lease be subject and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing matterssubordinate.
Appears in 1 contract
No Release. No assignment Notwithstanding any Transfer (whether a Permitted Transfer or sublease a Transfer to a Third Party, and whether or not the same is consented to), the liability of Tenant to Landlord for all obligations under this Lease shall release remain direct and primary. Any Transferee shall be jointly and severally liable with Tenant from its obligations to Landlord for the performance of all of Tenant’s covenants under this Lease, whether arising before or after but only to the assignment or subleaseextent undertaken in the Transfer instrument; and such Transferee shall, upon Landlord’s request, execute and deliver such instruments as Landlord reasonably requests in confirmation thereof. The acceptance Tenant hereby irrevocably authorizes Landlord, upon the occurrence of Rent by Landlord an Event of Default, to collect rent directly from any Transferee (and upon notice any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other person charges reserved under this Lease. No Transfer (whether or not consented to by Landlord, and whether or not such consent is required) shall not be deemed a waiver by Landlord of any provision the provisions of this Article 17. On 13, or the acceptance of the Transferee as a default by any assignee tenant, or a release of Tenant in from direct and primary liability for the performance of any all of the terms, covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assignee. No The consent by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further assignments Transfer by Tenant or sublettings such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, or to which any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or any other obligations under this Lease, or any other action by Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default of any such assignee or sublessee, Transfer at all times shall affect the continuing liability of Tenant for its obligations under this Lease be subject and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing matterssubordinate.
Appears in 1 contract
Sources: Lease Agreement (Cerevel Therapeutics Holdings, Inc.)
No Release. No assignment or sublease Transfer shall release Tenant from its of Tenant's obligations under this LeaseLease or alter the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, whether arising before or after all monies due Tenant by said Transferee. However, the assignment or sublease. The acceptance of Rent rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof except to the extent of this Article 17the rent so accepted. On a Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any assignee Transferee of Tenant in or any successor of Tena▇▇ ▇▇ the performance of any of the terms, covenants or conditions of this Leaseterms hereof, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assigneeTransferee or successor. No Landlord may consent by Landlord to any further subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of this LeaseTenant, without notifying Tenant, or any modificationsuccessor of Tenant, amendment and without obtaining its or termination their consent thereto and any such actions shall not relieve Tenant of this Lease, or extension, waiver or modification of payment or any other obligations liability under this Lease; provided, or any other action by however, if Landlord with respect to any assignee or sublessee, or amends this Lease without the insolvency, or bankruptcy or default of any such assignee or sublessee, shall affect the continuing liability consent of Tenant for its and such amendment increases the obligations under this Lease and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing mattersTenant hereunder, then Tenant will not be liable for that portion of the obligations hereunder that were so increased.
Appears in 1 contract
Sources: Office Lease (Websidestory Inc)
No Release. No assignment This Consent shall not release Tenant from any existing or sublease future duty, obligation or liability to Landlord pursuant to the Prime Lease, nor shall this Consent change, modify or amend the Prime Lease in any manner except as expressly provided in this Paragraph and Paragraph 7 below. This Consent shall not be deemed to be a consent to any further sublease(s). Tenant and Subtenant acknowledge and agree that no dealings, relations or interaction between Landlord and Subtenant (including, without limitation, Landlord's acceptance of any monies from Subtenant; ▇▇▇▇▇▇▇▇'s submission of bills or invoices to Subtenant other than as expressly provided below and by Sections 7 and 8 hereto; or Landlord's direct communication with Subtenant), shall release Tenant from its obligations under this Leaseany existing or future duty, whether arising before obligation or after liability to Landlord pursuant to the assignment or sublease. The acceptance of Rent by Landlord from any other person shall not be deemed a waiver by Landlord of any provision of this Article 17. On a default by any assignee of Tenant in the performance of any of the terms, covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assignee. No consent by Landlord to any further assignments or sublettings of this Prime Lease, or modify or amend the Prime Lease in any modificationmanner. Notwithstanding the foregoing, amendment or termination of this Lease, or extension, waiver or to the extent Subtenant and Landlord agree to any material modification of payment the Sublease Premises or any other obligations under this Leaseadditional materials or services to be provided to or for the benefit of the Subleased Premises, or any other action by Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default of any such assignee or sublessee, shall affect the continuing liability of Tenant for its obligations under this Lease and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no liability therefor and shall be released from any related obligation or liability thereto and Subtenant hereby agrees to notify indemnify, defend, protect and hold harmless Tenant from, all losses, damages, liabilities, claims, attorneys’ fees, costs and expenses arising from any such material modification or obtain Tenant’s consent with respect to any of the foregoing mattersadditional materials or services.
Appears in 1 contract
Sources: Consent to Sublease (eHealth, Inc.)
No Release. No assignment or sublease shall Transfer will release Tenant from its of Tenant's obligations under this Lease, whether arising before Lease or after alter the assignment or subleaseprimary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. The acceptance of Rent rent by Landlord from any other person shall will not be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer will not be deemed consent to any subsequent Transfer. In the event of this Article 17. On a default by any assignee Transferee of Tenant or any successor of Tenant in the performance of any of the terms, covenants or conditions of this Leaseterms hereof, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assigneeTransferee or successor. No Landlord may consent by Landlord to any further subsequent assignments of this Lease or sublettings or amendments or modifications to this Lease with assignees of this LeaseTenant, without notifying Tenant, or any modificationsuccessor of Tenant, amendment and without obtaining its or termination their consent thereto and any such actions will not relieve Tenant of this Lease, or extension, waiver or modification of payment or any other obligations liability under this Lease. Notwithstanding the immediately preceding sentence, no subsequent assignments, sublettings, amendments or any other action by Landlord with respect modifications made without Tenant's consent will serve to any assignee increase Tenant's liability under this Lease or sublessee, or to extend the insolvency, or bankruptcy or default period of any such assignee or sublessee, shall affect the continuing liability of Tenant for its time during which Tenant's obligations under this Lease and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation are to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing mattersbe discharged.
Appears in 1 contract
No Release. No assignment Subject to the provisions of Section 20.6 below, no Transfer, occupancy or sublease collection of rent from any proposed Transferee shall be deemed a waiver on the part of Landlord, or the acceptance of the Transferee as Tenant and no Transfer shall release Tenant from its of Tenant’s obligations under this Lease or alter the primary liability of Tenant to pay Rent and to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall provide that if Landlord gives said sublessee written notice that Tenant is in default under this Lease, whether arising before said sublessee will thereafter make all payments due under the sublease directly to or after as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the assignment or subleasePremises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default under this Lease. The acceptance of Rent Consent by Landlord from any other person to one Transfer shall not be deemed a waiver by Landlord consent to any subsequent Transfer. In the event of any provision of this Article 17. On a default by any assignee Transferee of Tenant or any successor of Tenant in the performance of any of the terms, covenants or conditions of this Leaseterms hereof, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assignee. No consent by Landlord to any further assignments Transferee or sublettings of this Lease, or any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or any other obligations under this Lease, or any other action by Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default of any such assignee or sublessee, shall affect the continuing liability of Tenant for its obligations under this Lease and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing matterssuccessor.
Appears in 1 contract
No Release. No assignment Notwithstanding any Transfer and whether or sublease not the same is consented to, the liability of Tenant to Landlord shall release remain direct and primary. Any Transferee of all or substantially all of Tenant’s interest in the Premises, shall be jointly and severally liable with Tenant from its obligations to Landlord 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 a default). Tenant hereby irrevocably authorizes Landlord, whether arising before or after upon the assignment or sublease. The acceptance occurrence of a default (following the giving of notice of such default, where applicable) to collect Rent by Landlord from any Transferee (and upon notice any Transferee shall pay directly to Landlord) and apply the net amount collected to the Rent and other person charges reserved under this Lease. No Transfer shall not be deemed a waiver by Landlord of any provision the provisions of this Article 17. On Section, or the acceptance of the Transferee as a default by any assignee tenant, or a release of Tenant in from direct and primary liability for the performance of any all of the terms, covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assignee. No The consent by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or a further assignments Transfer by Tenant or sublettings such Transferee. Notwithstanding anything to the contrary in the documents effecting the Transfer, Landlord’s consent shall not alter in any manner whatsoever the terms of this Lease, to which any Transfer at all times shall be subject and subordinate. The transfer of an interest in the Premises or any modification, amendment or termination this Lease in violation of this LeaseArticle shall be a default for which there is no cure period. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, or extension, waiver or modification of payment or neither Tenant nor any Transferee nor any other obligations under this Leaseperson having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other action agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by Landlord with respect to any assignee person from the Premises leased, used, occupied or sublesseeutilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or the insolvency, or bankruptcy or default other agreement shall be absolutely void and ineffective as a conveyance of any such assignee right or sublesseeinterest in the possession, shall affect the continuing liability use, occupancy or utilization of Tenant for its obligations under this Lease and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any part of the foregoing mattersPremises.
Appears in 1 contract
No Release. No assignment Notwithstanding any Transfer of this Lease or sublease any interest therein, Tenant’s (and any guarantor’s) liability to Landlord shall release 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 from its obligations for the performance of all of Tenant’s covenants under this Lease; and such transferee 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). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and shall apply the net amount collected to the Rent and other charges herein reserved, whether arising before or after the assignment or sublease. The acceptance of Rent by Landlord from any other person but no Transfer shall not be deemed a waiver by Landlord of any provision the provisions of this Article 17. On Section 8.6, or the acceptance of the transferee as a default by any assignee tenant, or a release of Tenant in or any guarantor from direct and primary liability for the performance of any all of the terms, covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assignee. No 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 assignments assignment, subletting, license or sublettings occupancy, to the extent required under Section 8.1 hereof; nor shall Landlord’s consent alter in any manner whatsoever the terms of this Lease, or to which any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or any other obligations under this Lease, or any other action Transfer at all times shall be subject and subordinate. The breach by Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default Tenant of any such assignee or sublessee, restriction on transfer in this Section 8.6 shall affect the continuing liability be an Event of Tenant Default for its obligations under this Lease and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have which there is no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing matterscure period.
Appears in 1 contract
No Release. No assignment or sublease shall Transfer will release Tenant from its of Tenant's obligations under this LeaseLease or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, whether arising before or after all monies due Tenant by said Transferee. However, the assignment or sublease. The acceptance of Rent by Landlord from any other person shall will not be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer will not be deemed consent to any subsequent Transfer. In the event of this Article 17. On a default by any assignee Transferee of Tenant or any successor of Tenant in the performance of any of the terms, covenants or conditions of this Leaseterms hereof, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assigneeTransferee or successor. No Landlord may consent by Landlord to any further subsequent assignments of this Lease or sublettings or amendments or modifications to this Lease with assignees of this LeaseTenant, without notifying Tenant, or any modificationsuccessor of Tenant, amendment and without obtaining its or termination their consent thereto and any such actions will not relieve Tenant of this Lease, or extension, waiver or modification of payment or any other obligations liability under this Lease. If Landlord shall decline to give its consent to any proposed Transfer, or any other action by Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default of any such assignee or sublessee, shall affect the continuing liability of Tenant for its obligations under this Lease and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. if Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to exercise any of its options under Section 9.03, Tenant shall indemnify, defend and hold harmless Landlord against and from any and all loss, liability, damages, costs and expenses (including reasonable counsel fees) resulting from any claims that may be made against Landlord by the foregoing mattersproposed Transferee or by any brokers or other persons claiming a commission or similar compensation in connection with the proposed Transfer.
Appears in 1 contract
No Release. No assignment or sublease shall Transfer will release Tenant from its of Tenant's obligations under this LeaseLease or alter the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder (except in the case of a recapture of the Premises by Landlord in accordance with Subparagraph 23(e) above and, whether arising before or after in such event, only to the assignment or subleaseextent of the portion of the Premises so recaptured). The Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee. However, the acceptance of Rent rent by Landlord from any other person shall will not be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer will not be deemed consent to any subsequent Transfer. In the event of this Article 17. On a default by any assignee Transferee of Tenant or any successor of Tenant in the performance of any of the terms, covenants or conditions of this Leaseterms hereof, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assigneeTransferee or successor. No Landlord may consent by Landlord to any further subsequent assignments of this Lease or sublettings or amendments or modifications to this Lease with assignees of this LeaseTenant, without notifying Tenant, or any modificationsuccessor of Tenant, amendment and without obtaining its or termination their consent thereto and any such actions will not relieve Tenant of this Lease, or extension, waiver or modification of payment or any other obligations liability under this Lease, or any other action by Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default of any such assignee or sublessee, shall affect the continuing liability of Tenant for its obligations under this Lease and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing matters.
Appears in 1 contract
No Release. No assignment Notwithstanding any Transfer and whether or sublease not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall release remain direct and primary. Any transferee of all or substantially all of Tenant’s interest in the Premises (including any such transferee under a Related Party Transfer) shall be jointly and severally liable with Tenant from its obligations to Landlord for the performance of all of Tenant’s covenants under this Lease, whether arising before or after the assignment or sublease; 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 a default). The acceptance of Tenant hereby irrevocably authorizes Landlord to collect Rent by Landlord from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other person charges reserved under this Lease. No Transfer shall not be deemed a waiver by Landlord of any provision the provisions of this Article 17. On Section, or the acceptance of the transferee as a default by any assignee tenant, or a release of Tenant in from direct and primary liability for the performance of any all of the termscovenants of this Lease. Notwithstanding anything to the contrary in the documents effecting the Transfer, covenants or conditions no Transfer shall alter in any manner whatsoever the terms of this Lease, Landlord may proceed directly against to which any Transfer at all times shall be subject and subordinate. The breach by Tenant without the necessity of commencing or exhausting remedies against such assignee. No consent by Landlord to any further assignments or sublettings of this Lease, or any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or any other obligations under this Lease, or any other action by Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default transferee of any such assignee or sublessee, covenant in this Article shall affect the continuing liability of Tenant be a default for its obligations under this Lease and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have which there is no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing matterscure period.
Appears in 1 contract
Sources: Lease Agreement (Curis Inc)
No Release. No Any assignment or sublease except in connection with a Permitted Transfer shall release be made only if and shall not be effective until the assignee or subtenant shall execute, acknowledge, and deliver to Landlord an agreement, in form and substance satisfactory to Landlord, whereby the assignee or subtenant shall assume all the obligations of this Lease on the part of Tenant from its obligations under to be performed or observed anti shall be subject to all the covenants, agreements, terms. provisions and conditions in this Lease, whether arising before . Notwithstanding any such sublease or after assignment and the assignment or sublease. The acceptance of Rent rent by Landlord from any subtenant or assignee, Tenant and any guarantor shall remain fully liable for the payment of Base Monthly Rent and additional rent due, and to become due hereunder, for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed and for all acts and omissions of any licensee, Subtenant, assignee or any other person claiming under or through any subtenant or assignee that shall not be deemed a waiver by Landlord of any provision of this Article 17. On a default by any assignee of Tenant in the performance violation of any of the terms, covenants or terms and conditions of this Lease, and any such violation shall be deemed a violation by Tenant. Tenant shall indemnify, defend and hold Landlord harmless from and against all losses, liabilities, damages, costs and expenses (including reasonable attorney fees) resulting from any claims that may proceed directly be made against Tenant without Landlord by the necessity of commencing proposed assignee or exhausting remedies against such assignee. No consent subtenant or by Landlord to any further assignments real estate brokers or sublettings other persons claiming compensation in connection with the proposed assignment or sublease, unless caused by Landlord’s breach of this Lease, or any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or any other obligations under this Lease, or any other action by Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default of any such assignee or sublessee, shall affect the continuing liability of Tenant for its obligations under this Lease and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing matters.
Appears in 1 contract
Sources: Sublease (NeurogesX Inc)
No Release. No assignment Notwithstanding any Transfer and whether or sublease not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall release remain direct and primary. Any transferee of all or substantially all of Tenant’s interest in the Premises (including any such transferee under a Related Party Transfer) shall be jointly and severally liable with Tenant from its obligations to Landlord for the performance of all of Tenant’s covenants under this Lease, whether arising before or after the assignment or sublease; 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 a default). The acceptance of Tenant hereby irrevocably authorizes Landlord to collect Rent by Landlord from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other person charges reserved under this Lease. No Transfer shall not be deemed a waiver by Landlord of any provision the provisions of this Article 17. On Section, or the acceptance of the transferee as a default by any assignee tenant, or a release of Tenant in from direct and primary liability for the performance of any all of the termscovenants of this Lease. Notwithstanding anything to the contrary in the documents effecting the Transfer, covenants or conditions no Transfer shall alter in any manner whatsoever the terms of this Lease, Landlord may proceed directly against to which any Transfer at all times shall be subject and subordinate. The breach by Tenant without or any transferee of any covenant in this Article shall be a default for which there is no cure period. Anything contained in the necessity of commencing or exhausting remedies against such assignee. No consent by Landlord to any further assignments or sublettings foregoing provisions of this LeaseSection to the contrary notwithstanding, or neither Tenant nor any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or transferee nor any other obligations under this Leaseperson having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other action agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by Landlord with respect to any assignee person from the Premises leased, used, occupied or sublesseeutilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or the insolvency, or bankruptcy or default other agreement shall be absolutely void and ineffective as a conveyance of any such assignee right or sublesseeinterest in the possession, shall affect the continuing liability use, occupancy or utilization of Tenant for its obligations under this Lease and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any part of the foregoing mattersPremises.
Appears in 1 contract
No Release. No assignment Notwithstanding Landlord's consent to any Transfer, Tenant shall remain liable to Landlord for the prompt and continuing payment of all forms of Rent, payable under this Lease and the performance of all other covenants of this Lease. Consent by Landlord to a transfer shall not relieve Tenant from the obligation to obtain Landlord's written consent to any further transfer. If Landlord consents to a transfer, in no event shall any permitted transferee assign or sublease encumber this Lease or 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. If this Lease is nevertheless assigned, or the Premises are sublet or occupied by anyone other than Tenant, Landlord may accept rent from such assignee, subtenant, or occupant and apply the net amount thereof to the rent reserved in this Lease, but no such assignment, subletting, occupancy, or acceptance of rent shall be deemed a waiver of the requirement for Landlord's consent set forth in this section or constitute a novation or otherwise release Tenant from its obligations under this Lease, whether arising before or after the assignment or sublease. The acceptance of Rent by Landlord from any other person shall not be deemed a waiver by Landlord of any provision of this Article 17. On a default by any assignee of Tenant in the performance of any of the terms, covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assignee. No consent by Landlord to any further assignments or sublettings of this Lease, or any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or any other obligations under this Lease, or any other action by Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default of any such assignee or sublessee, shall affect the continuing liability of Tenant for its obligations under this Lease and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing matters.
Appears in 1 contract
Sources: Office Lease (Vfinance Inc)
No Release. No Transfer, including any Permitted Transfer, shall affect or in any way reduce the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. Landlord’s consent to any Transfer and/or Landlord’s acceptance of rent from a transferee, assignee or sublessee shall in no event: (i) release Tenant from its obligations any liability under this Lease, whether arising before or after the assignment (ii) be construed as Landlord’s agreement to recognize any subtenant or sublease. The , or (iii) be construed as Landlord’s consent to a Transfer and no such acceptance of Rent by Landlord from any other person or rent shall not be deemed a waiver by consent to a Transfer. Tenant may only be released upon any Transfer if Landlord of any provision of this Article 17. On a default by any assignee of releases Tenant in the performance of any of the termswriting by separate instrument, covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assignee. No consent by Landlord to any further assignments or sublettings of this Lease, or any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or any other obligations under this Lease, or any other action by Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default of any such assignee or sublessee, shall affect the continuing liability of Tenant for its obligations under this Lease and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. which release Landlord shall have no obligation to notify Tenant or obtain give. Furthermore, should Landlord and any subsequent assignee of Tenant’s consent with respect interest in the Lease enter into any amendments, modifications or supplements to the Lease, the prior Tenant shall remain liable for all obligations of the tenant under the Lease as amended, modified or supplemented irrespective of whether the prior Tenant receives notice of or consents to any such amendment, modification or supplement to the Lease. Tenant acknowledges, understands and agrees that Tenant shall remain liable on the Lease whether or not Tenant consents to or has notice of any subsequent amendment, modification or supplement and ▇▇▇▇▇▇▇▇ has specifically bargained for the foregoing mattersright to so amend, modify or supplement the Lease subsequent to an assignment without obtaining said consent or giving said approval.
Appears in 1 contract
No Release. No Any Transfer shall be made only if and shall not be effective until the transferee shall execute, acknowledge, and deliver to Landlord an agreement, in form and substance reasonably satisfactory to Landlord, whereby the transferee, in the event of an assignment or sublease shall release Tenant from its obligations under of this Lease, whether arising before shall assume all the obligations of this Lease on the part of Tenant to be performed or after observed to the assignment or subleaseextent of the interest being transferred, and in the event of a sublease the transferee shall be subject to the provisions of Section 18.I. below. The Notwithstanding any Transfer and the acceptance of Rent rent or other sums by Landlord from any transferee, unless, in the event of an assignment of this Lease, Landlord agrees, in Landlord’s sole and absolute discretion, in writing to release Tenant from such obligations, Tenant shall remain fully liable for the payment of Base Monthly Rent and additional rent due, and to become due hereunder, for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed and for all acts and omissions of any transferee or any other person claiming under or through any transferee that shall not be deemed a waiver by Landlord of any provision of this Article 17. On a default by any assignee of Tenant in the performance violation of any of the terms, covenants or terms and conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assignee. No consent by Landlord to any further assignments or sublettings of this Lease, or any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or any other obligations under this Lease, or any other action by Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default of and any such assignee violation shall be deemed a violation by Tenant. Tenant shall indemnify, defend with counsel reasonably acceptable to Landlord and hold Landlord and the Landlord Related Parties harmless from and against all claims, liabilities, obligations, penalties, fines, actions, losses, damages, costs or sublessee, shall affect expenses (including without limitation reasonable attorneys fees) resulting from any claims that may be made against Landlord by the continuing liability of Tenant for its obligations under this Lease and Tenant waives proposed transferee or by any defense arising out of real estate brokers or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent other persons claiming compensation in connection with respect to any of the foregoing mattersproposed Transfer.
Appears in 1 contract
Sources: Lease Agreement (Astera Labs, Inc.)
No Release. No assignment Notwithstanding Landlord’s consent to any Transfer, Tenant shall remain liable to Landlord for the prompt and continuing payment of all forms of Rent, payable under this Lease and the performance of all other covenants of this Lease. Consent by Landlord to a transfer shall not relieve Tenant from the obligation to obtain Landlord’s written consent to any further transfer. If Landlord consents to a transfer, in no event shall any permitted transferee assign or sublease encumber this Lease or 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. If this Lease is nevertheless assigned, or the Premises are sublet or occupied by anyone other than Tenant, Landlord may accept rent from such assignee, subtenant, or occupant and apply the net amount thereof to the rent reserved in this Lease, but no such assignment, subletting, occupancy, or acceptance of rent shall be deemed a waiver of the requirement for Landlord’s consent set forth in this section or constitute a novation or otherwise release Tenant from its obligations under this Lease, whether arising before or after the assignment or sublease. The acceptance of Rent by Landlord from any other person shall not be deemed a waiver by Landlord of any provision of this Article 17. On a default by any assignee of Tenant in the performance of any of the terms, covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of commencing or exhausting remedies against such assignee. No consent by Landlord to any further assignments or sublettings of this Lease, or any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or any other obligations under this Lease, or any other action by Landlord with respect to any assignee or sublessee, or the insolvency, or bankruptcy or default of any such assignee or sublessee, shall affect the continuing liability of Tenant for its obligations under this Lease and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing matters.
Appears in 1 contract
No Release. No assignment Notwithstanding any Transfer and whether or sublease not the same is a Related Party Transfer or is consented to, the liability of Tenant to Landlord shall release remain direct and primary. Any transferee of all or substantially all of Tenant’s interest in the Premises, (including any such transferee under a Related Party Transfer shall be jointly and severally liable with Tenant from its obligations to Landlord for the performance of all of Tenant’s covenants under this Lease, whether arising before or after the assignment or sublease; 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 a default). The acceptance of Tenant hereby irrevocably authorizes Landlord to collect Rent by Landlord from any transferee (and upon notice any transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other person charges reserved under this Lease. No Transfer shall not be deemed a waiver by Landlord of any provision the provisions of this Article 17. On Section, or the acceptance of the transferee as a default by any assignee tenant, or a release of Tenant in from direct and primary liability for the performance of any all of the termscovenants of this Lease. Notwithstanding anything to the contrary in the documents effecting the Transfer, covenants or conditions no Transfer shall alter in any manner whatsoever the terms of this Lease, Landlord may proceed directly against to which any Transfer at all times shall be subject and subordinate. The breach by Tenant without or any transferee of any covenant in this Article shall be a default for which there is no cure period. Anything contained in the necessity of commencing or exhausting remedies against such assignee. No consent by Landlord to any further assignments or sublettings foregoing provisions of this Leasesection to the contrary notwithstanding, or neither Tenant nor any modification, amendment or termination of this Lease, or extension, waiver or modification of payment or transferee nor any other obligations under this Leaseperson having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, assignment, license, concession or other action agreement for use, occupancy or utilization of space in the Premises that provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by Landlord with respect to any assignee person from the Premises leased, used, occupied or sublesseeutilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, assignment, license, concession or the insolvency, or bankruptcy or default other agreement shall be absolutely void and ineffective as a conveyance of any such assignee right or sublesseeinterest in the possession, shall affect the continuing liability use, occupancy or utilization of Tenant for its obligations under this Lease and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any part of the foregoing mattersPremises.
Appears in 1 contract
Sources: Industrial Real Estate Lease (Alexion Pharmaceuticals Inc)