Prohibition Against Subletting and Assignment Clause Samples

Prohibition Against Subletting and Assignment. Subject to ---------------------------------------------

Prohibition Against Subletting and Assignment. Except as provided in Section 23.3 or Section 23.4 and where required pursuant to Section 23.2, Tenant shall not, without the prior written consent of Landlord (which consent may not be unreasonably withheld, conditioned or delayed except that Landlord may grant or withhold its consent in its sole discretion for a proposed mortgage, pledge, hypothecation or encumbrance), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer (except to an Affiliate of Tenant) this Lease or any interest in this Lease, all or any part of the Leased Property or suffer or permit this Lease or the leasehold estate created hereby or any other rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law. For purposes of this Section 23.1, an assignment of this Lease shall be deemed to include any Change of Control of Tenant, as if such Change of Control were an assignment of this Lease." The first paragraph of Section 23.4 is deleted in its entirety and is replaced with the following:

Prohibition Against Subletting and Assignment. Subject to Section 13.03, Tenant shall not, without the prior written consent of Landlord, or upon compliance with any conditions established by Landlord, in its sole discretion, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer (except to an Affiliate) this Lease or any interest herein, or all or any part of any Leased Property, or suffer or permit this Lease or the leasehold estate created hereby or any other rights arising hereunder to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law. For purposes of this Section 13.01, an assignment of this Lease shall be deemed to include any Change of Control of Tenant, as if such Change of Control were an assignment of the Lease. In the event that (i) Landlord shall withhold any consent to any assignment or transfer of this Lease or any interest herein, and (ii) such assignee or transferee is approved by the relevant manufacturer for continuation as a franchisee, there shall be a presumption that such assignment or transfer was reasonable and Landlord shall have the burden of rebutting such presumption and of proving that such consent was in fact reasonably withheld (or that such conditions were reasonable).

Prohibition Against Subletting and Assignment. This Lease Agreement may not be a. The requesting party shall obtain written consent from all remaining Lessees to the assignment or subletting to the proposed assignee or subtenant; b. The proposed Lessee (whether by assignment or sublease) completes and submits a rental application for review and approval by Lessor; c. The remaining Lessees and the proposed new Lessee (whether by assignment or sublease) execute an agreement in the form required by the Lessor confirming in writing the assignment or sublease, the disposition of the deposit and the continuation of the obligations of all parties under this Lease Agreement; and d. The requesting Lessee submits, together with the foregoing documentation, a processing fee of $250.00 per person for review and consideration of the assignment of the entire Lease Agreement or $50.00 per person for review and consideration for subleasing. Within five (5) days after the submission of all of the foregoing documents and required fee, Lessor shall either approve or disapprove of the subletting and assignment request in writing and mail notice of that election to Lessee. Failure to obtain Lessor’s written consent to any subletting or assignment shall constitute a default in the performance of this Lease Agreement and subject the remaining Lessees to a notice of termination. In addition, the requesting Lessee shall remain responsible for the performance of all the terms of this Lease Agreement including all financial obligations should the Lessor’s consent not be given. Upon approval by Lessor of subletting or assignment, the sub-lessee or assignee shall become jointly and severally liable for all terms of the Lease Agreement, and shall be responsible for taking the Premises in the “as-is” condition upon the date the sublease or assignment is approved.

Prohibition Against Subletting and Assignment. Subject to Section 13.03, Tenant shall not, without the prior written consent of Landlord (which consent Landlord may grant or withhold in its sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer (except to an Affiliate of Tenant) (as defined) this Agreement or any Lease or any interest herein or therein, or all or any part of the Leased Property, or suffer or permit any Lease or the leasehold estate created thereby or any other rights arising under any Lease to be assigned,

Prohibition Against Subletting and Assignment. Subject to Section 24.3, Tenant shall not, without the prior written consent of Landlord (which consent Landlord may except as hereinafter expressly provided, grant or withhold in its sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer (except to an Affiliate of Tenant) this Lease or any interest herein, all or any part of the Leased Property or suffer or permit this Lease or the leasehold estate created hereby or any other rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law; provided, however, that Landlord's consent to a proposed assignment of this Lease shall not be unreasonably withheld if the proposed assignee (together with any proposed guarantor(s) of the proposed assignee's obligations under this Lease) has a net worth and liquidity at least equal to the greater of Tenant's net worth and liquidity as of the Commencement Date and Tenant's net worth and liquidity as of the time of the assignment and is qualified (or agrees to engage qualified management) to operate the Leased Property in the manner operated by Tenant prior to the assignment (hereinafter collectively called the "Minimum Assignee Qualifications"). Landlord shall have a period of thirty (30) days after delivery to it of a request for assignment together with the financial and other information on the proposed assignee (and any proposed guarantors) necessary for Landlord to evaluate whether the proposed assignee satisfies the Minimum Assignee Qualifications and Landlord's failure to respond within thirty (30) days of Landlord's receipt of a request for assignment and all required information (as evidenced by a receipt signed and dated by Landlord) shall be deemed Landlord's approval of said assignee and said assignment. Any notice withholding consent must specify in detail the reasonable grounds for Landlord so withholding its consent. For purposes of this Section 24.1, an assignment of this Lease shall be deemed to include any Change of Control of Tenant, as if such Change of Control were an assignment of this Lease.

Prohibition Against Subletting and Assignment. Subject to --------------------------------------------- Sections 22.3 and 22.6, Tenant shall not, without the prior written consent of ------------- ---- Landlord (which consent Landlord may grant or withhold in its sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer (except to an Affiliate of Tenant) the Lease or any interest therein, all or any part of the Leased Property or suffer or permit the Lease or the leasehold estate created hereby or thereby or any other rights arising under the Lease to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law. For purposes of this Section 22.1, an assignment of the Lease ------------ shall be deemed to include any Change of Control of Tenant, as if such Change of Control were an assignment of the Lease. Notwithstanding the first sentence of this Section 22.1, an assignment of this Lease in connection with the sale, ------------ conveyance or other transfer of all or substantially all of the assets of Tenant (whether by operation of law or otherwise) shall be treated as a Change in Control (and therefore will be permitted if the requirements of Section 22.2.1 -------------- through Section 22.2.3 hereof are met). --------------

Prohibition Against Subletting and Assignment. Subject to --------------------------------------------- Section 13.03, Tenant shall not, without the prior written consent of Landlord, or upon compliance with any conditions established by Landlord, in its sole discretion, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer (except to an Affiliate) this Lease or any interest herein, or all or any part of any Leased Property, or suffer or permit this Lease or the leasehold estate created hereby or any other rights arising hereunder to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law. For purposes of this Section 13.01, an assignment of this Lease shall be deemed to include any Change of Control of Tenant, as if such Change of Control were an assignment of the Lease. In the event that (i) Landlord shall withhold any consent to any assignment or transfer of this Lease or any interest herein, and (ii) such assignee or transferee is approved by the relevant manufacturer for continuation as a franchisee, there shall be a presumption that such assignment or transfer was reasonable and Landlord shall have the burden of rebutting such presumption and of proving that such consent was in fact reasonably withheld (or that such conditions were reasonable). No assignment shall in any way impair the continuing primary liability of the assigning Tenant hereunder. Notwithstanding anything else in this Lease, Tenant shall have the right, without prior written consent of Landlord, to mortgage, pledge, hypothecate or otherwise encumber its leasehold estate in any Leased Property, provided, that the same does not adversely -------- affect the Landlord's rights or estate in and to the Leased Property or those of any person claiming through or under the Landlord, including any pledgee or mortgagee thereof.

Prohibition Against Subletting and Assignment. Subject to SECTION 13.03, Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, assign, sublease, mortgage, pledge, hypothecate, encumber or otherwise transfer (except to an Affiliate) this Lease or any interest herein, or all or any part of the Leased Property, or suffer or permit this Lease or the leasehold estate created hereby or any other rights arising hereunder to be assigned, subleased, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law. For purposes of this SECTION 13.01, an assignment of this Lease shall be deemed to include any Change of Control of Tenant, as if such Change of Control were an assignment of the Lease. No assignment shall in any way impair the continuing primary liability of the Tenant.