Permitted Controlled Transfers Sample Clauses
The Permitted Controlled Transfers clause defines the specific circumstances under which a party may transfer its rights or obligations under an agreement to another entity, typically within its corporate group or to an affiliate, without requiring the other party's consent. This clause often outlines the types of transfers allowed, such as mergers, reorganizations, or assignments to subsidiaries, and may impose conditions like prior notice or continued compliance with the agreement's terms. Its core function is to provide flexibility for internal corporate restructuring or business changes while maintaining contractual stability and protecting the interests of both parties.
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Permitted Controlled Transfers. Notwithstanding the provisions of this Paragraph 24 to the contrary, Tenant may assign this Lease or sublet the Premises or any portion thereof ("Permitted Transfer"), without Landlord's consent and without extending any sublease termination option to Landlord, to any parent, subsidiary or affiliate corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all the assets of Tenant's business as a going concern, provided that: (i) at least twenty (20) days prior to such assignment or sublease, Tenant delivers to Landlord the financial statements and other financial and background information of the assignee or sublessee described in Subparagraph 24(d) below; (ii) if an assignment, the assignee assumes, in full, the obligations of Tenant under this Lease (or if a sublease, the sublessee of a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect to such portion); (iii) the financial net worth of the assignee or sublessee as of the time of the proposed assignment or sublease equals or exceeds that of Tenant as of the date of execution of this Lease; (iv) Tenant remains fully liable under this Lease; and (v) the use of the Premises under Paragraph 8 remains unchanged.
Permitted Controlled Transfers. Notwithstanding the provisions of Sections 14.1 above to the contrary, Tenant may assign this Lease or sublet the Premises or any portion thereof or allow occupancy by sublease, license or other agreement (herein, a "Permitted Transfer"), without Landlord's consent, without payment of “Excess Rent” (as defined below), and without extending any sublease or termination option to Landlord, to any entity which is a parent, subsidiary, or sister company of Tenant or an entity which otherwise controls, is controlled by or is under common control with Tenant, or to any entity resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all or substantially all the assets of Tenant's business as a going concern, provided that: (a) at least ten (10) days prior to such assignment or sublease, Tenant delivers to Landlord the financial statements and other financial and background information of the assignee or sublessee described in Section 14.3 below, unless prohibited by law or a confidentiality agreement; (b) if an assignment, the assignee assumes, in full, the obligations of Tenant under this Lease (or if a sublease, the sublessee of a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect to such portion); (c) in connection with an assignment of this Lease only the financial net worth of the assignee equals or exceeds that of Tenant as of the date of execution of this Lease; (d) Tenant remains fully liable under this Lease; and (e) the use of the Premises under Section 6 remains unchanged.
Permitted Controlled Transfers. Notwithstanding the provisions of this Paragraph 24 to the contrary, Tenant may assign this Lease or sublet the Premises or any portion thereof ("Permitted Transfer"), without Landlord's consent, to any parent, subsidiary or affiliate entity which controls, is controlled by or is under common control with Tenant, or to any entity resulting from a merger or consolidation with Tenant, or to any person or entity which acquires substantially all the assets of Tenant's business as a going concern, provided that: (i) at least ten (10) days prior to such assignment or sublease, Tenant delivers to Landlord the financial statements and other financial and background information of the assignee or sublessee described in Subparagraph 24(d) below; (ii) if an assignment, the assignee assumes, in full, the obligations of Tenant under this Lease (or if a sublease, the sublessee of a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect to such portion); (iii) the financial net worth of the assignee or sublessee immediately after the effective date of the proposed assignment or sublease is sufficient to fulfill the obligations imposed by the Transfer and this Lease; (iv) Tenant remains fully liable under this Lease; and (v) the use of the Premises under Paragraph 8 remains unchanged.
Permitted Controlled Transfers. Notwithstanding the provisions of this Paragraph 16 to the contrary, Tenant may assign this Lease or sublet the Demised Premises or any portion thereof ("Permitted Transfer"), without Landlord's consent, to any parent, subsidiary or affiliate entity which controls, is controlled by or is under common control with Tenant, or to any entity resulting from a merger or consolidation with Tenant, or to any person or entity which acquires substantially all the assets of Tenant's business as a going concern, provided that: (i) at least ten (10) days prior to such assignment or sublease, Tenant delivers to Landlord the financial statements and other financial and background information of the assignee or sublessee described in Subparagraph 16(d) below; (ii) if an assignment, the assignee assumes, in full, the obligations of Tenant under this Lease (or if a sublease, the sublessee of a portion of the Demised Premises or Term assumes, in full, the obligations of Tenant with respect to such portion); and (
Permitted Controlled Transfers. Notwithstanding any other provision of this Lease to the contrary, Tenant shall have the right with notice to Landlord but without Landlord’s consent, to transfer or assign this Lease or sublet any portion or the whole of the Premises (“Permitted Transfer”) to (a) any fifty percent (50%) direct or indirect subsidiary corporation of Tenant, (b) any corporation succeeding to all or substantially all of the assets of Tenant as a result of a bona fide consolidation or merger, (c) any entity to which all or substantially all of the assets of Tenant have been sold, (d) any entity that owns at least fifty percent (50%) of the ownership interests in Tenant, or (e) an entity that is at least fifty percent (50%) owned by an entity that has a grater than fifty percent (50%) ownership interest in Tenant; provided, however, that in each case the surviving entity must have net worth and liquidity at least commensurate with Tenant’s as of the date of the Transfer, and further provided that the assignor and assignee shall be and remain jointly and severally liable for all obligations of Tenant under this Lease.
Permitted Controlled Transfers. Notwithstanding the provisions of Sections 14.1 above to the contrary, Tenant may assign this Lease or sublet the Premises or any portion thereof (herein, a "Permitted Transfer"), without Landlord's consent and without extending any sublease or termination option to Landlord, to any entity which controls, is controlled by or is under common control with Tenant, or to any entity resulting from a merger or consolidation with Tenant, any wholly-owned subsidiary of Tenant or to any person or entity which acquires substantially all the assets of Tenant's business as a Tenant or to any person or entity which acquires substantially all the assets of Tenant's business as a going concern, provided that: (a) prior to the effective date of such assignment or sublease, Tenant delivers to Landlord the financial statements and other financial and background information of the assignee or sublease described in Section 14.3 below; (b) if an assignment, the assignee assumes, in full, the obligations of Tenant under this Lease (or if a sublease, the sublessee of a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect to such portion); (c) the financial net worth of the assignee is sufficient to meet the obligations of the Tenant hereunder; (d) Tenant remains fully liable under this Lease; and (e) the use of the Premises under Article 6 remains unchanged.
Permitted Controlled Transfers. Notwithstanding the provisions of Article 12 of the Lease to the contrary, Lessee may assign the Lease or sublet the Premises or any portion thereof ("Permitted Transfer"), without Lessor's consent and without extending any sublease termination option to Lessor, to any parent, subsidiary or affiliate entity (collectively, a "Permitted Transferee") which controls, is controlled by or is under common control with Lessee, or to any corporation resulting from a merger or consolidation with Lessee, or to any person or entity which acquires all the assets of Lessee's business as a going concern, provided that: (i) at least twenty (20) days prior to such assignment or sublease, Lessee delivers to Lessor the financial statements and other financial and background information of the assignee or sublessee; (ii) if an assignment, the assignee assumes, in full, the obligations of Lessee under the Lease (or if a sublease, the sublessee of a portion of the premises or Term assumes, in full, the obligations of Lessee with respect to such portion); (iii) the financial net worth of the assignee or sublessee as of the time of the proposed assignment or sublease equals or exceeds that of Lessee;
Permitted Controlled Transfers. Notwithstanding the provisions of Sections 14.1 above to the contrary, Tenant may assign this Lease or sublet the Premises or any portion thereof (herein, a "PERMITTED TRANSFER"), without Landlord's consent and without extending any sublease or termination option to Landlord, to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all the assets of Tenant's business as a going concern ("AFFILIATE"), provided that: (a) at least twenty (20) days prior to such assignment or sublease, Tenant delivers to Landlord the financial statements and other financial and background information of the assignee or sublessee described in Section 14.3 below; (b) if an assignment, the assignee assumes, in full, the obligations of Tenant under this Lease (or if a sublease, the sublessee of a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect to such portion); (c) Tenant remains fully liable under this Lease; (d) the use of the Premises is permitted under Article 6 and, to the extent applicable, Section 1.5 of this Lease; and (e) such transaction is not entered into as a subterfuge to avoid the restrictions and provisions of this Section 14.
Permitted Controlled Transfers. Notwithstanding the provisions of Sections 14.1 above to the contrary, Tenant may assign this Lease or sublet the Premises or any portion thereof (herein, a "PERMITTED TRANSFER"), without Landlord's consent and without extending any sublease or termination option to Landlord, and without any obligation to comply with Section 14.4(d), to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all the assets of Tenant's business as a going concern (each, an "Affiliate"), provided that: (a) at least ten (10) days prior to such assignment or sublease, Tenant delivers to Landlord the financial statements and other financial and background information of the assignee or sublessee described in Section 14.3 below; (b) if an assignment, the assignee assumes, in full, the obligations of Tenant under this Lease (or if a sublease, the sublessee of a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect to such portion); (c) the financial net worth of the assignee is sufficient in Landlord's commercially reasonable discretion to permit the assignee to perform the obligations of the Tenant hereunder; (d) Tenant remains fully liable under this Lease; and (e) the use of the Premises under Article 6 remains unchanged.
Permitted Controlled Transfers. Notwithstanding the provisions of Sections 14.1 above to the contrary, Tenant may assign this Lease or sublet the Premises or any portion thereof (herein, a "PERMITTED TRANSFER"), without Landlord's consent and without extending any sublease or termination option to Landlord, to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all the assets of Tenant's business as a going concern, provided that: (a) at least thirty (30) days prior to such assignment or sublease, Tenant delivers to Landlord the financial statements and other financial and background information of the assignee or sublessee described in Section 14.3 below; (b) if an assignment, the assignee assumes, in full, the obligations of Tenant under this Lease (or if a sublease, the sublessee of a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect to such portion); (c) the financial net worth of the assignee or sublessee equals or exceeds Ninety Million Dollars ($90,000,000.00), as increased on an annual basis by the annual increase in the consumer price index - All Items;