Permitted Assignments and Subleases Clause Samples
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Permitted Assignments and Subleases. Notwithstanding anything contained in Paragraph 16, so long as Tenant otherwise complies with the provisions of Paragraph 16 and the Permitted Transfer does not release Tenant from its obligations hereunder, Tenant may enter into any of the following transfers (a “Permitted Transfer”) without Landlord’s prior written consent, and the provisions of Paragraph 55A shall not apply to any such Permitted Transfer:
A. Tenant may sublease all or part of the Premises or assign its interest in this Lease to any corporation which controls, is controlled by, or is under common control with Tenant by means of an ownership interest of more than fifty percent (50%) providing Tenant remains liable for the payment of Rent and full performance of the Lease;
B. Tenant may assign its interest in the Lease to a corporation which results from a merger, consolidation or other reorganization in which Tenant is not the surviving corporation so long as (i) 95% of all assets and liabilities of Tenant are permanently transferred to such assignee, and (ii) immediately prior to the merger, consolidation or other reorganization, the corporation into which Tenant is be merged has a net worth equal to or greater than the net worth of Tenant at the time of Lease execution or at the time of such assignment, merger, consolidation or reorganization (whichever is greater), or if it does not, Landlord is provided guaranty of the Lease (in a form reasonably acceptable to Landlord) from a corporation (a) that is the parent of, or is otherwise affiliated with, the corporation into which Tenant is to be merged, and (b) which has a current net worth equal to or greater than the net worth of Tenant at the time of Lease execution or at the time of such assignment, merger, consolidation or reorganization (whichever is greater). In the event there is not a permanent transfer of 95% or more of the assets and liabilities from Tenant to a third party, and Tenant continues to exist as a separate entity, both companies shall be jointly and severally liable for the full terms and conditions of the Lease;
C. Tenant may assign this Lease to a corporation which purchases or otherwise acquires 95% or more of the assets of Tenant so long as 95% of all assets and liabilities of Tenant are permanently transferred to such assignee (in the event there is not a permanent transfer of 95% or more of the assets and liabilities from Tenant to a third party and Tenant continues to exist as a separate entity, both companies ...
Permitted Assignments and Subleases. Notwithstanding the requirements set forth in Section 16.1 that Landlord's prior written consent be obtained in connection with any assignment, mortgage, pledge, encumbrance or other transfer of this Lease or any sublease of all or any part of the Collective Leased Properties, but subject to the provisions of Section 16.4 and any other express conditions or limitations set forth in this Article 16, Tenant may, in each instance, (x) after Notice to Landlord, sublease any or all of the Collective Leased Properties, or assign this Agreement, to any Qualified Affiliate and (y) sublease space at any of the Collective Leased Properties for laundry, commissary, child care or medical office or other purposes in furtherance of the applicable Primary Intended Use, so long as such sublease will not violate or affect any Legal Requirement or Insurance Requirement, and Tenant shall provide such additional insurance coverage applicable to the activities to be conducted in such subleased space as Landlord may require. In connection with any sublease of any Leased Property, or assignment of this Agreement, any and all Facilities affected by or the subject of such transaction shall continue to be operated under and pursuant to the Franchise Agreement, and Tenant shall provide to Landlord, upon request, documentation confirming that the operation thereof, in such manner, has the approval and consent of Franchisor.
Permitted Assignments and Subleases. Except as provided in Section 24.5, any purported Transfer made without the prior written consent of Landlord, which may in each case be granted or denied in Landlord’s sole discretion, shall be absolutely null and void. If Landlord consents to any Transfer, such Transfer shall not be effective and valid unless and until the applicable transferee executes and delivers to Landlord any and all documentation reasonably required by Landlord. Any consent by Landlord to a particular Transfer shall not constitute consent or approval of any subsequent Transfer, and Landlord’s written consent shall be required in all such instances. No consent by Landlord to any Transfer shall be deemed to release any Tenant from its obligations hereunder and each Tenant shall remain fully liable for payment and performance of all obligations under this Lease.
Permitted Assignments and Subleases. Pursuant to Section 10-305 of the State Finance and Procurement Article of the Annotated Code of Maryland, any sublease or assignment or any other transfer or change of control in or of the Tenant or leasehold estate on property owned by the State of Maryland is subject to the prior approval of the State of Maryland Board of Public Works. Notwithstanding the foregoing, and subject to Section 10.5 below, the State of Maryland Board of Public Works hereby approves Tenant’s granting of a First Leasehold Mortgage for purposes of financing the improvements and performance obligations required of Tenant under this Lease, with all proceeds being used solely for purposes of the project contemplated herein. The State of Maryland Board of Public Works also approves the assignment of this Lease to the First Leasehold Mortgagee, in the event of a default under said First Leasehold Mortgage uncured within the applicable notice and grace periods under said First Leasehold Mortgage, which gives rise to an assignment, sublease or other transfer of the leasehold estate to the First Leasehold Mortgagee, provided however, that the First Leasehold Mortgagee gives the Landlord a copy of any notice of default pursuant to the First Leasehold Mortgage, and notice of its intention to foreclose pursuant to the First Leasehold Mortgage. Notwithstanding the foregoing, any assignment or other transfer of all or any part of the leasehold estate by Tenant, the First Leasehold Mortgagee or any other party (including but not limited to a sale, assignment, sublease or transfer of the leasehold estate by the First Leasehold Mortgagee to a third party as the result of a foreclosure under First Leasehold Mortgage), shall be subject to the prior approval of both the Landlord and the State of Maryland Board of Public Works, which approvals shall be granted if the prospective assignee of the Tenant’s interest in the Lease satisfies the following criteria: (a) is a “responsible bidder or offeror” as defined in Md. Code, State finance & Procurement Article, §11-101 (r) and makes the certification required in Md. Code, State Finance & Procurement Article § 13-222; (b) provides working capital for the Project equal to at least six months worth of operating expenses as determined by the project’s budget for the most recent Operating Year; (c) is capable of curing all uncured Events of Default existing at the time of the assignment of the Lease; (d) has business experience equivalent or superior to th...
Permitted Assignments and Subleases. As an exception to the general rule established in Section 21.01 of this Lease Agreement, and subject to LANDLORD’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed in any manner, TENANT may assign its rights under this Lease Agreement, or sublease the Leased Premises or a part thereof, to any party, parent, affiliate, or subsidiary whose operations are compatible with those of TENANT. LANDLORD’s consent to the assignment or sublease will require TENANT to be in full compliance with its obligations under this Lease Agreement, including the payment of Rent.
Permitted Assignments and Subleases. Effective as of the first day of the Third Option Period, Lease Paragraph 56 (“Permitted Assignments and Subleases”) shall be deleted in its entirety and replaced with the following:
Permitted Assignments and Subleases. Subject to the terms of the Stanford Lease, Ground Lessee may:
(i) Prior to the Expiration Date of the Facility 2 Lease Agreement, sublease the Ground Lease Property to Ground Lessor pursuant to the Facility 2 Lease Agreement and Ground Lessor may sublease the improvements on the Land to ▇▇▇▇▇▇ Godward, LLP under the Cooley Lease and in accordance with the subleases permitted under the Facility 2 Lease Agreement; and
(ii) On or after the Expiration Date of the Facility 2 Lease Agreement, unless Ground Lessor purchases the Property on the Expiration Date pursuant to the Term Purchase Option or the Expiration Date Purchase Option in the Facility 2 Purchase Agreement and satisfies in full all Lessee Obligations, sublease the Ground Lease Property to any Person pursuant to a lease agreement that is subject to the terms of this Agreement or sell or assign this Agreement to any Person. Ground Lessee shall notify Ground Lessor in writing of any such sublease, sale or assignment on or after the Expiration Date of the Facility 2 Lease Agreement. Except as permitted by clause (i) or (ii) above or by Subparagraph 2.11(b) or Subparagraph 7.05(d) of the Participation Agreement, Ground Lessee shall not sell or assign this Agreement or sublease the Ground Lease Property.
Permitted Assignments and Subleases. Ground Lessee may:
Permitted Assignments and Subleases. Notwithstanding anything in Section 13.1 or in this Lease to the contrary, but subject to any restrictions in the County Lease applying to the Leased Property, Tenant shall have the right, without Landlord's consent, to make an Assignment or Sublease of the Lease and its rights in the Demised Premises, or any portion thereof, to a corporation which is a wholly owned subsidiary of Tenant or as part of a change of ownership, the sale or transfer to a transferee of all or a part of the capital stock of Tenant; provided, however that any transferee of said stock other than ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, and/or ▇▇▇▇▇▇ ▇▇▇▇▇▇, or their respective spouses or estates who has not been previously approved in writing by Ford Motor Company to be an authorized dealer, shall execute a Personal Guarantee of Tenant's obligation hereunder in a manner and form reasonably acceptable to Landlord.
Permitted Assignments and Subleases. Notwithstanding anything herein to the contrary, Tenant shall have the right, without Landlord’s consent, to assign this Lease or to sublet the Leased Premises to an Affiliate (as hereinafter defined) of Tenant or to any partnership, corporation or other entity resulting from a merger or consolidation with Tenant, or to any person or entity which acquires substantially all of the assets or stock of Tenant as a going concern. For purposes of this Section, an “Affiliate” means any Person that directly or indirectly controls, or is controlled by, or is under common control with, Tenant; “control” means the possession, directly or indirectly, of the power to cause the direction of the management and policies of a Person, whether by the ownership of voting securities, by contract, or otherwise; and “Person” means any corporation, partnership, limited liability company or other entity. Any transfer of this Lease by operation of law and any change of control, merger, or consolidation of Tenant shall not constitute an assignment for purposes of this Lease.