Terms and Conditions Applicable to Assignment and Subletting. (a) Landlord will respond to any request for consent to an assignment or sublease within fifteen (15) days following receipt of such request. If Landlord fails to timely deliver to Tenant notice of Landlord’s consent, or the withholding of consent, to a proposed Transfer, Tenant may send a second (2nd) notice to Landlord, which notice must contain the following inscription, in bold faced lettering: “SECOND NOTICE DELIVERED PURSUANT TO ARTICLE 12 OF LEASE—FAILURE TO TIMELY RESPOND WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN DEEMED APPROVAL OF ASSIGNMENT OR SUBLEASE.” If Landlord falls to deliver notice of Landlord’s consent to, or the withholding of Landlord’s consent, to the proposed assignment or sublease within such five (5) business day period, Landlord shall be deemed to have approved the assignment or sublease in question. If Landlord at any time timely delivers notice to Tenant or Landlord’s withholding of consent to a proposed assignment or sublease, Landlord shall specify in reasonable detail in such notice, the basis for such withholding of consent. Regardless of Landlord’s consent, any assignment or subletting shall not (i) be effective without the express written assumption by such assignee or subtenant of the obligations of Tenant under this Lease, (ii) release Tenant of any obligations hereunder, nor (iii) alter the primary liability of Tenant for the payment of Base Rent and other sums due Landlord hereunder or for the performance of any other obligations to be performed by Tenant under this Lease. (b) Landlord may accept any rent or performance of Tenant’s obligations from any person other than Tenant pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for performance shall constitute a waiver or estoppel of Landlord’s right to exercise its remedies for the Default or Breach by Tenant of any of the terms, covenants or conditions of this Lease. (c) The consent of Landlord to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Tenant or to any subsequent or successive assignment or subletting by the assignee or subtenant. However, Landlord may consent to subsequent or successive assignment or subletting by the assignee or subtenant. However, Landlord may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto without notifying Tenant or anyone else liable under this Lease or the sublease and without obtaining their consent; provided, however, that if Landlord consents to a subsequent amendment of this Lease with an assignee of Tenant, which amendment increases the obligations or liability of the “tenant” hereunder, the original Tenant shall not be liable for such increased obligations unless the original Tenant consented to such amendment In writing. (d) In the event of any Default or Breach of Tenant’s obligation under this Lease, Landlord may proceed directly against Tenant, any guarantors or anyone else responsible for the performance of the Tenant’s obligations under this Lease, including any subtenant, without first exhausting Landlord’s remedies against any other person or entity responsible therefor to Landlord, or any security held by Landlord. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Landlord’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or subtenant, including but not limited to the intended use and/or required modification of the Premises, if any, together with a non-refundable deposit of $1,000, as reasonable consideration for Landlord’s considering and processing the request for consent. Tenant agrees to provide Landlord with such other or additional information and/or documentation as may be reasonably requested by Landlord. (f) Any assignee of, or subtenant under, this Lease shall, by reason of accepting such assignment or entering Into such sublease, be deemed, for the benefit of Landlord, to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Tenant during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Landlord has specifically consented in writing. (g) If Tenant desires to Sublet substantially the entire Premises for substantially the remainder of the term (other than pursuant to the Permitted Transfer) or assign the Premises (other than pursuant to a Permitted Transfer) prior to the expiration of the term of this lease and obtains an acceptable subtenant or assignee, then the Landlord shall have the option prior to the execution of the sublease or assignment agreement to cancel this Lease with respect to the portion of the Premises that is the subject of such proposed assignment or sublease. Landlord, in Landlord’s sole discretion, may then enter into a new lease with any prospective subtenant as the substitute Tenant. If Landlord exercises this option, then this present lease shall be terminated by mutual agreement as of that time.
Appears in 2 contracts
Sources: Lease (Penumbra Inc), Lease Agreement (Penumbra Inc)
Terms and Conditions Applicable to Assignment and Subletting. (a) Landlord will respond to any request for consent to an assignment or sublease within fifteen (15) days following receipt of such request. If Landlord fails to timely deliver to Tenant notice of Landlord’s consent, or the withholding of consent, to a proposed Transfer, Tenant may send a second (2nd) notice to Landlord, which notice must contain the following inscription, in bold faced lettering: “SECOND NOTICE DELIVERED PURSUANT TO ARTICLE 12 OF LEASE—FAILURE TO TIMELY RESPOND WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN DEEMED APPROVAL OF ASSIGNMENT OR SUBLEASE.” If Landlord falls to deliver notice of Landlord’s consent to, or the withholding of Landlord’s consent, to the proposed assignment or sublease within such five (5) business day period, Landlord shall be deemed to have approved the assignment or sublease in question. If Landlord at any time timely delivers notice to Tenant or Landlord’s withholding of consent to a proposed assignment or sublease, Landlord shall specify in reasonable detail in such notice, the basis for such withholding of consent. 12.2.1 Regardless of Landlord’s 's consent, any assignment or subletting no Transfer shall not (i) be effective without the express written assumption by such assignee or subtenant of the obligations of Tenant under this Lease, (ii) release Tenant of any Tenant's obligations hereunder, nor (iii) under this Lease or alter the primary liability of Tenant for to pay the payment of Base Rent rent and other sums due Landlord hereunder or for the performance of any under this Lease and to perform all other obligations to be performed by Tenant under this Lease.
(b) 12.2.2 Landlord may accept any rent or performance of Tenant’s obligations from any person other than Tenant pending approval the giving or disapproval denial of an assignment. Landlord's consent to any Transfer without being deemed to have consented to the Transfer.
12.2.3 Neither a delay in the approval giving or disapproval denial of such assignment Landlord's consent to any Transfer, nor the acceptance of any rent for performance rent, shall constitute a waiver or estoppel of Landlord’s 's right to exercise its remedies for the Default or Breach by Tenant breach of any of the terms, covenants terms or conditions of this Paragraph 12 or this Lease.
(c) 12.2.4 If Tenant's obligations under this Lease have been guaranteed by third parties, then any Transfer, and Landlord's consent thereto, shall not be effective unless the guarantors give their written consent to such Transfer and the terms thereof
12.2.5 The consent of by Landlord to any assignment or subletting Transfer shall not constitute a consent to any subsequent assignment or subletting Transfer by Tenant or to any subsequent or successive assignment or subletting Transfer by the assignee or subtenantTransferee. However, Landlord may consent to subsequent or successive assignment or subletting Transfers by the assignee or subtenant. However, Landlord may consent to subsequent sublettings and assignments a Transferee of the sublease or any amendments or modifications thereto without notifying Tenant or anyone else liable under this Lease or the any sublease and without obtaining their consentconsent and such action shall not relieve such persons from liability under this Lease or any sublease; provided, however, that if Landlord consents such persons shall not be responsible to a subsequent the extent any such amendment of this Lease with an assignee of Tenant, which amendment or modification enlarges or increases the obligations of any Tenant or liability of the “tenant” hereunder, the original Tenant shall not be liable for such increased obligations unless the original Tenant consented to such amendment In writingsubtenant under this Lease or any sublease.
(d) 12.2.6 In the event of any Default or Breach of Tenant’s obligation default under this Lease, Landlord may proceed directly against Tenant, any guarantors or anyone else responsible for the performance of the Tenant’s obligations under this Lease, including any subtenantTransferee pursuant to any Transfer, without first exhausting Landlord’s 's remedies against any other person or entity responsible therefor to Landlord, or any security held by LandlordLandlord or Tenant.
12.2.7 Landlord's written consent to any Transfer by Tenant shall not constitute an acknowledgment that no default then exists under this Lease of the obligations to be performed by Tenant nor shall such consent be deemed a waiver of any then existing default, except as may be otherwise stated by Landlord at the time.
12.2.8 The discovery of the fact that any financial statement relied upon by Landlord in giving its consent to any Transfer was materially false shall, at Landlord's election, render Landlord's consent to the Transfer void.
12.2.9 Landlord's denial of its consent to any proposed Transfer based on the fact that such Transfer is to a then existing tenant of the Office Building Project (e"Existing Tenant") Each request for shall be deemed to be reasonable; Landlord may give or deny its consent to an assignment or subletting shall be in writing, accompanied by information relevant to Landlord’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or subtenant, including but not limited to the intended use and/or required modification of the Premises, if any, together with a non-refundable deposit of $1,000, as reasonable consideration for Landlord’s considering and processing the request for consent. Tenant agrees to provide Landlord with such other or additional information and/or documentation as may be reasonably requested by Landlord.
(f) Any assignee of, or subtenant under, this Lease shall, by reason of accepting such assignment or entering Into such sublease, be deemed, for the benefit of Landlord, to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Tenant during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Landlord has specifically consented in writing.
(g) If an Existing Tenant desires to Sublet substantially the entire Premises for substantially the remainder of the term (other than pursuant to the Permitted Transfer) or assign the Premises (other than pursuant to a Permitted Transfer) prior to the expiration of the term of this lease and obtains an acceptable subtenant or assignee, then the Landlord shall have the option prior to the execution of the sublease or assignment agreement to cancel this Lease with respect to the portion of the Premises that is the subject of such proposed assignment or sublease. Landlord, in Landlord’s 's sole discretion, may then enter into a new lease with any prospective subtenant as the substitute Tenant. If Landlord exercises this option, then this present lease shall be terminated by mutual agreement as of that time.
Appears in 1 contract
Sources: Standard Office Lease (Omp Inc)
Terms and Conditions Applicable to Assignment and Subletting. (a) Landlord will respond The following provisions shall apply to any request for consent sublease or assignment pursuant to an assignment or sublease within fifteen (15) days following receipt this Lease:
1. Irrespective of such request. If Landlord fails to timely deliver to Tenant notice of Landlord’s consent, or the withholding of consent, to a proposed Transfer, Tenant may send a second (2nd) notice to Landlord, which notice must contain the following inscription, in bold faced lettering: “SECOND NOTICE DELIVERED PURSUANT TO ARTICLE 12 OF LEASE—FAILURE TO TIMELY RESPOND WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN DEEMED APPROVAL OF ASSIGNMENT OR SUBLEASE.” If Landlord falls to deliver notice of Landlord’s consent to, or the withholding of Landlord’s consent, to the proposed assignment or sublease within such five (5) business day period, Landlord shall be deemed to have approved the assignment or sublease in question. If Landlord at any time timely delivers notice to Tenant or Landlord’s withholding of consent to a proposed assignment or sublease, Landlord shall specify in reasonable detail in such notice, the basis for such withholding of consent. Regardless of LandlordCOUNTY’s consent, any assignment or subletting sublease shall not not: (i) be effective without the express written assumption by such assignee or subtenant sublessee of the all of TENANT’s obligations of Tenant under this Lease, ; (ii) release Tenant TENANT of any of its obligations hereunder, nor ; (iii) alter the primary liability of Tenant TENANT for the payment of Base the Minimum Monthly Rent and other sums due Landlord hereunder COUNTY pursuant to this Lease or for the performance of any of TENANT’s other obligations to be performed by Tenant under this Lease; nor (iv) alter, discharge or release the liability of any Guarantor on this Lease.
(b) Landlord may accept any rent or performance of Tenant’s obligations from any person other than Tenant pending approval or disapproval of an assignment2. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for performance shall constitute a waiver or estoppel of Landlord’s right to exercise its remedies for the Default or Breach by Tenant of any of the terms, covenants or conditions of this Lease.
(c) The consent of Landlord to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Tenant or to any subsequent or successive assignment or subletting by the assignee or subtenant. However, Landlord may consent to subsequent or successive assignment or subletting by the assignee or subtenant. However, Landlord may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto without notifying Tenant or anyone else liable under this Lease or the sublease and without obtaining their consent; provided, however, that if Landlord consents to a subsequent amendment of this Lease with an assignee of Tenant, which amendment increases the obligations or liability of the “tenant” hereunder, the original Tenant shall not be liable for such increased obligations unless the original Tenant consented to such amendment In writing.
(d) In the event of any Default or Breach of Tenant’s obligation under this Lease, Landlord may proceed directly against Tenant, any guarantors or anyone else responsible for the performance of the Tenant’s obligations under this Lease, including any subtenant, without first exhausting Landlord’s remedies against any other person or entity responsible therefor to Landlord, or any security held by Landlord.
(e) Each request for consent to an assignment or subletting sublease shall be in writing, and shall be accompanied by the following: (i) the current financial statements of the proposed assignee or sublessee (ii) information relevant to Landlord’s determination as related to the financial and operational responsibility and appropriateness of the proposed assignee or subtenant, including but not limited sublessee; and (iii) information related to the intended use and/or required modification of the Premises, if any, together with a non-refundable deposit of $1,000, as reasonable consideration for Landlord’s considering and processing Premises by the request for consent. Tenant proposed assignee or sublessee TENANT agrees to pay all costs incurred by COUNTY in reviewing TENANT’s request and to provide Landlord COUNTY with such other or and/or additional information and/or documentation as COUNTY may be reasonably requested by Landlordrequire in connection with TENANT’s request.
(f) Any assignee of3. If any prior adjustment to Minimum Monthly Rent pursuant to Paragraph 5.A. Annual Consumer Price Index Adjustment, or subtenant underwas limited by virtue of the maximum amount set forth in paragraph 5.B., COUNTY may require that the Minimum Monthly Rent payable under this Lease shall, by reason be readjusted without regard to the maximum amount set forth in Paragraph 5.B. as a condition of accepting such assignment or entering Into such COUNTY’s consent.
4. As a further condition to COUNTY giving its consent to any sublease, be deemed, for the benefit COUNTY may at its sole discretion require that fifty percent (50%) of Landlord, to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed all rent received by Tenant during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Landlord has specifically consented TENANT from its subtenants in writing.
(g) If Tenant desires to Sublet substantially the entire Premises for substantially the remainder excess of the term (other than pursuant Minimum Monthly Rent payable by TENANT to COUNTY under this Lease shall be paid to COUNTY, and if the Permitted Transfer) or assign the Premises (other than pursuant to TENANT sublets only a Permitted Transfer) prior to the expiration portion of the term of this lease and obtains an acceptable subtenant or assigneePremises, then that the Landlord foregoing adjustment shall have the option prior to the execution of the sublease or assignment agreement to cancel this Lease with respect be applicable only to the portion of the Premises that is utilized by subtenant.
5. COUNTY may require TENANT to increase the subject amount of such proposed the Security Deposit set forth on the Reference Pages as part of COUNTY’s consent to any assignment or subletting. ▇▇▇▇▇▇ agrees to execute an amendment confirming the adjustment to the Minimum Monthly Rent or increase of the Security Deposit as part of COUNTY’s consent to any assignment or sublease. Landlord, in Landlord’s sole discretion, may then enter into a new lease with any prospective subtenant as the substitute Tenant. If Landlord exercises this option, then this present lease shall be terminated by mutual agreement as of that time.
Appears in 1 contract
Sources: Lease Agreement
Terms and Conditions Applicable to Assignment and Subletting. (a) Landlord will respond Lessee shall have the right to assign the lease to any request entity which acquires all, or substantially all, of Lessee's assets or voting securities (the "New Owner"), and all terms and conditions shall remain the same for the Term of the Lease. In the event that a New Owner, Affiliate, or other proposed assignee has a BBB (investment grade) or equivalent credit rating, Lessor shall automatically consent to an assignment the assignment. For any proposed assignee not meeting this criteria, if Lessor evaluates the financial condition of the New Owner, Affiliate or sublease within fifteen (15) days following receipt other proposed assignee and reasonably determines that the financial stability to be the same or better than that of such request. If Landlord fails to timely deliver to Tenant notice of Landlord’s consent, Lessee on the date the Lease is executed or the withholding date of consentthe assignment (the date on which the financial worth of the proposed assignor is greater), to a proposed Transfer, Tenant may send a second (2nd) notice to Landlord, which notice must contain then the following inscription, in bold faced lettering: “SECOND NOTICE DELIVERED PURSUANT TO ARTICLE 12 OF LEASE—FAILURE TO TIMELY RESPOND WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN DEEMED APPROVAL OF ASSIGNMENT OR SUBLEASE.” If Landlord falls to deliver notice of Landlord’s Lessor shall not unreasonably withhold its consent to, or the withholding of Landlord’s consent, to the proposed assignment or sublease within such five (5) business day periodrelease of Lessee from its obligations under the Lease. In all other cases, Landlord shall be deemed to have approved the assignment or sublease in question. If Landlord at any time timely delivers notice to Tenant or Landlord’s withholding regardless of Lessor's consent to a proposed assignment or subleaseany assignment, Landlord shall specify in reasonable detail in such notice, the basis for such withholding of consent. Regardless of Landlord’s consent, any no assignment or subletting shall not (i) be effective without the express written assumption by such assignee release Lessee of Lessee's obligations hereunder or subtenant of the obligations of Tenant under this Lease, (ii) release Tenant of any obligations hereunder, nor (iii) alter the primary liability of Tenant for Lessee to pay the payment of Base Rent rent and other sums due Landlord hereunder or for Lessor hereunder, including the performance payment of any Lessee's Share of Operating Expenses, and to perform all other obligations to be performed by Tenant under this LeaseLessee hereunder.
(b) Landlord Lessor may accept any rent or performance of Tenant’s obligations from any person other than Tenant Lessee pending approval or disapproval of an assignment. such assignment without being deemed to have consented thereto.
(c) Neither a delay in the approval or disapproval of such assignment or subletting, nor the acceptance of any rent for performance rent, shall constitute a waiver or estoppel of Landlord’s Lessor's right to exercise its remedies for the Default or Breach by Tenant breach of any of the terms, covenants terms or conditions of this paragraph 12 or this Lease.
(cd) If Lessee's obligations under this Lease have been guaranteed by third parties, then an assignment or sublease, and Lessor's consent thereto, shall not be effective unless said Guarantor give their written consent to such sublease and the terms thereof.
(e) The consent of Landlord by Lessor (including any deemed consent by Lessor pursuant to paragraph 12.
1) to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Tenant Lessee or to any subsequent or successive assignment or subletting by the assignee or subtenantsublessee. However, Landlord may consent to subsequent or successive assignment or subletting by the assignee or subtenant. However, Landlord Lessor may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto without notifying Tenant Lessee or anyone else liable under this on the Lease or the sublease and without obtaining their consentconsent and such action shall not relieve such persons from liability under this Lease or said sublease; provided, however, that if Landlord consents such persons shall not be responsible to a subsequent the extent any such amendment of this Lease with an assignee of Tenant, which amendment or modification enlarges or increases the obligations or liability of the “tenant” hereunder, the original Tenant shall not be liable for Lessee or sublessee under this Lease or such increased obligations unless the original Tenant consented to such amendment In writingsublease.
(df) In the event of any Default or Breach of Tenant’s obligation default under this Lease, Landlord Lessor may proceed directly against TenantLessee, any guarantors Guarantor or anyone else responsible for the performance of the Tenant’s obligations under this Lease, including any subtenantthe sublessee, without first exhausting Landlord’s Lessor's remedies against any other person or entity responsible therefor to LandlordLessor, or any security held by LandlordLessor or Lessee.
(eg) Each request for Lessor's written consent to any assignment or subletting of the Premises by Lessee (or any deemed consent by Lessor pursuant to paragraph 12.1) shall not constitute an acknowledgment that no default then exists under this Lease of the obligations to be performed by Lessee nor shall such consent be deemed a waiver of any then existing default, except as may be otherwise stated by Lessor at the time.
(h) The discovery of the fact that any financial statement relied upon by Lessor in giving its express consent to an assignment or subletting shall be in writing, accompanied by information relevant to Landlord’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or subtenant, including but not limited to the intended use and/or required modification of the Premises, if any, together with a non-refundable deposit of $1,000, as reasonable consideration for Landlord’s considering and processing the request for consent. Tenant agrees to provide Landlord with such other or additional information and/or documentation as may be reasonably requested by Landlord.
(f) Any assignee of, or subtenant under, this Lease was materially false shall, by reason of accepting such assignment or entering Into such subleaseat Lessor's election, be deemed, for the benefit of Landlord, to have assumed render Lessor's said express consent null and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Tenant during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Landlord has specifically consented in writingvoid.
(g) If Tenant desires to Sublet substantially the entire Premises for substantially the remainder of the term (other than pursuant to the Permitted Transfer) or assign the Premises (other than pursuant to a Permitted Transfer) prior to the expiration of the term of this lease and obtains an acceptable subtenant or assignee, then the Landlord shall have the option prior to the execution of the sublease or assignment agreement to cancel this Lease with respect to the portion of the Premises that is the subject of such proposed assignment or sublease. Landlord, in Landlord’s sole discretion, may then enter into a new lease with any prospective subtenant as the substitute Tenant. If Landlord exercises this option, then this present lease shall be terminated by mutual agreement as of that time.
Appears in 1 contract
Sources: Standard Office Lease (Entertainment Boulevard Inc)
Terms and Conditions Applicable to Assignment and Subletting. (a) Landlord will respond to any request for consent to an assignment or sublease within fifteen (15) days following receipt of such request. If Landlord fails to timely deliver to Tenant notice of Landlord’s consent, or the withholding of consent, to a proposed Transfer, Tenant may send a second (2nd) notice to Landlord, which notice must contain the following inscription, in bold faced lettering: “SECOND NOTICE DELIVERED PURSUANT TO ARTICLE 12 OF LEASE—·— FAILURE TO TIMELY RESPOND WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN DEEMED APPROVAL OF ASSIGNMENT OR SUBLEASE.” If Landlord falls to deliver notice of Landlord’s consent to, or the withholding of Landlord’s consent, to the proposed assignment or sublease within such five (5) business day period, Landlord shall be deemed to have approved the assignment or sublease in question. If Landlord at any time timely delivers notice to Tenant or Landlord’s withholding of consent to a proposed assignment or sublease, Landlord shall specify in reasonable detail in such notice, the basis for such withholding of consent. Regardless of Landlord’s consent, any assignment or subletting shall not (i) be effective without the express written assumption by such assignee or subtenant of the obligations of Tenant under this Lease, (ii) release Tenant of any obligations hereunder, nor (iii) alter the primary liability of Tenant for the payment of Base Rent and other sums due Landlord hereunder or for the performance of any other obligations to be performed by Tenant under this Lease.
(b) Landlord may accept any rent or performance of Tenant’s obligations from any person other than Tenant pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for performance shall constitute a waiver or estoppel of Landlord’s right to exercise its remedies for the Default or Breach by Tenant of any of the terms, covenants or conditions of this Lease.
(c) The consent of Landlord to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Tenant or to any subsequent or successive assignment or subletting by the assignee or subtenant. However, Landlord may consent to subsequent or successive assignment or subletting by the assignee or subtenant. However, Landlord may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto without notifying Tenant or anyone else liable under this Lease or the sublease and without obtaining their consent; provided, however, that if Landlord consents to a subsequent amendment of this Lease with an assignee of Tenant, which amendment increases the obligations or liability of the “tenant” hereunder, the original Tenant shall not be liable for such increased obligations unless the original Tenant consented to such amendment In in writing.
(d) In the event of any Default or Breach of Tenant’s obligation under this Lease, Landlord may proceed directly against Tenant, any guarantors or anyone else responsible for the performance of the Tenant’s obligations under this Lease, including any subtenant, without first exhausting Landlord’s remedies against any other person or entity responsible therefor to Landlord, or any security held by Landlord.
(e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Landlord’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or subtenant, including but not limited to the intended use and/or required modification of the Premises, if any, together with a non-refundable deposit of $1,000, as reasonable consideration for Landlord’s considering and processing the request for consent. Tenant agrees to provide Landlord with such other or additional information and/or documentation as may be reasonably requested by Landlord.
(f) Any assignee of, or subtenant under, this Lease shall, by reason of accepting such assignment or entering Into into such sublease, be deemed, for the benefit of Landlord, to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Tenant during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Landlord has specifically consented in writing.
(g) If Tenant desires to Sublet substantially the entire Premises for substantially the remainder of the term (other than pursuant to the Permitted Transfer) or assign the Premises (other than pursuant to a Permitted Transfer) prior to the expiration of the term of this lease and obtains an acceptable subtenant or assignee, then the Landlord shall have the option prior to the execution of the sublease or assignment agreement to cancel this Lease with respect to the portion of the Premises that is the subject of such proposed assignment or sublease. Landlord, in Landlord’s sole discretion, may then enter into a new lease with any prospective subtenant as the substitute Tenant. If Landlord exercises this option, then this present lease shall be terminated by mutual agreement as of that time.
Appears in 1 contract
Sources: Lease (Penumbra Inc)
Terms and Conditions Applicable to Assignment and Subletting. (a) Landlord will respond to any request for consent to an assignment or sublease within fifteen (15) days following receipt of such request. If Landlord fails to timely deliver to Tenant notice of Landlord’s consent, or the withholding of consent, to a proposed Transfer, Tenant may send a second (2nd) notice to Landlord, which notice must contain the following inscription, in bold faced lettering: “SECOND NOTICE DELIVERED PURSUANT TO ARTICLE 12 OF LEASE—LEASE - - FAILURE TO TIMELY RESPOND WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN DEEMED APPROVAL OF ASSIGNMENT OR SUBLEASE.” If Landlord falls fails to deliver notice of Landlord’s consent to, or the withholding of Landlord’s consent, to the proposed assignment or sublease within such five (5) business day period, Landlord shall be deemed to have approved the assignment or sublease in question. If Landlord at any time timely delivers notice to Tenant or Landlord’s withholding of consent to a proposed assignment or sublease, Landlord shall specify in reasonable detail in such notice, the basis for such withholding of consent. Regardless of Landlord’s consent, any assignment or subletting shall not (i) be effective without the express written assumption by such assignee or subtenant of the obligations of Tenant under this Lease, (ii) release Tenant of any obligations hereunder, nor (iii) alter the primary liability of Tenant for the payment of Base Rent and other sums due Landlord hereunder or for the performance of any other obligations to be performed by Tenant under this Lease.
(b) Landlord may accept any rent or performance of Tenant’s obligations from any person other than Tenant pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for performance shall constitute a waiver or estoppel of Landlord’s right to exercise its remedies for the Default or Breach by Tenant of any of the terms, covenants or conditions of this Lease.
(c) The consent of Landlord to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Tenant or to any subsequent or successive assignment or subletting by the assignee or subtenant. However, Landlord may consent to subsequent or successive assignment or subletting by the assignee or subtenant. However, Landlord may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto without notifying Tenant or anyone else liable under this Lease or the sublease and without obtaining their consent; provided, however, that if Landlord consents to a subsequent amendment of this Lease with an assignee of Tenant, which amendment increases the obligations or liability of the “tenant” hereunder, the original Tenant shall not be liable for such increased obligations unless the original Tenant consented to such amendment In in writing.
(d) In the event of any Default or Breach of Tenant’s obligation under this Lease, Landlord may proceed directly against Tenant, any guarantors or anyone else responsible for the performance of the Tenant’s obligations under this Lease, including any subtenant, without first exhausting Landlord’s remedies against any other person or entity responsible therefor to Landlord, or any security held by Landlord.
(e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Landlord’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or subtenant, including but not limited to the intended use and/or required modification of the Premises, if any, together with a non-refundable deposit of $1,000, as reasonable consideration for Landlord’s considering and processing the request for consent. Tenant agrees to provide Landlord with such other or additional information and/or documentation as may be reasonably requested by Landlord.
(f) Any assignee of, or subtenant under, this Lease shall, by reason of accepting such assignment or entering Into into such sublease, be deemed, for the benefit of Landlord, to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Tenant during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Landlord has specifically consented in writing.
(g) If Tenant desires to Sublet substantially the entire Premises for substantially the remainder of the term (other than pursuant to the Permitted Transfer) or assign the Premises (other than pursuant to a Permitted Transfer) prior to the expiration of the term of this lease and obtains an acceptable subtenant or assignee, then the Landlord shall have the option prior to the execution of the sublease or assignment agreement to cancel this Lease with respect to the portion of the Premises that is the subject of such proposed assignment or sublease. Landlord, in Landlord’s sole discretion, may then enter into a new lease with any prospective subtenant as the substitute Tenant. If Landlord exercises this option, then this present lease shall be terminated by mutual agreement as of that time.
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Sources: Lease (Penumbra Inc)
Terms and Conditions Applicable to Assignment and Subletting. (a) Landlord will respond to any request for consent to an assignment or sublease within fifteen (15) days following receipt of such request. If Landlord fails to timely deliver to Tenant notice of Landlord’s consent, or the withholding of consent, to a proposed Transfer, Tenant may send a second (2nd) notice to Landlord, which notice must contain the following inscription, in bold faced lettering: “SECOND NOTICE DELIVERED PURSUANT TO ARTICLE 12 OF LEASE—FAILURE TO TIMELY RESPOND WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN DEEMED APPROVAL OF ASSIGNMENT OR SUBLEASE.” If Landlord falls to deliver notice of Landlord’s consent to, or the withholding of Landlord’s consent, to the proposed assignment or sublease within such five (5) business day period, Landlord shall be deemed to have approved the assignment or sublease in question. If Landlord at any time timely delivers notice to Tenant or Landlord’s withholding of consent to a proposed assignment or sublease, Landlord shall specify in reasonable detail in such notice, the basis for such withholding of consent. 12.2.1 Regardless of Landlord’s consent, any no assignment or subletting shall not (i) be effective without the express written assumption by such assignee or subtenant of the obligations of Tenant under this Lease, (ii) release Tenant of any Tenant’s obligations hereunder, nor (iii) hereunder or alter the primary liability of Tenant for to pay the payment of Base Rent rent and other sums due Landlord hereunder or for the performance of any including Tenant’s Expense Share and Tenant’s Tax Share, and to perform all other obligations to be performed by Tenant under this Leasehereunder.
(b) 12.2.2 Landlord may accept any rent or performance of Tenant’s obligations from any person other than Tenant pending approval or disapproval of an assignment. such assignment or subletting without being deemed to have consented thereto.
12.2.3 Neither a delay in the approval or disapproval of such assignment or subletting, nor the acceptance of any rent for performance rent, shall constitute a waiver or estoppel of Landlord’s right to exercise its remedies for the Default or Breach by Tenant breach of any of the terms, covenants terms or conditions of this paragraph 12 or any other term or provision of this Lease.
(c) 12.2.4 If Tenant’s obligations under this Lease have been guaranteed by a third party or third parties, then an assignment or sublease, and Landlord’s consent thereto, shall not be effective unless said guarantors give their written consent to such assignment or sublease and the terms thereof.
12.2.5 The consent of by Landlord to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Tenant or to any subsequent or successive assignment or subletting by the assignee subtenant or subtenant. Howeverassignee, Landlord as the case may consent to subsequent or successive assignment or subletting by the assignee or subtenantbe. However, Landlord may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto without notifying Tenant or anyone else liable under this on the Lease or the sublease and without obtaining their consentconsent and such action shall not relieve such persons from liability under this Lease or said sublease; provided, however, that if Landlord consents such persons shall not be responsible to a subsequent the extent any such amendment of this Lease with an assignee of Tenant, which amendment or modification enlarges or increases the obligations or liability of the “tenant” hereunder, the original Tenant shall not be liable for or subtenant under this Lease or such increased obligations unless the original Tenant consented to such amendment In writingsublease.
(d) 12.2.6 In the event of any Default or Breach of Tenant’s obligation default under this Lease, Landlord may proceed directly against Tenant, any guarantors or anyone else responsible for the performance of the Tenant’s obligations under this Lease, including any subtenantthe subtenant or assignee, without first exhausting Landlord’s remedies against any other person or entity responsible therefor to Landlord, or any security held by Landlord.
(e) Each request for 12.2.7 Landlord’s written consent to any assignment or subletting of the Premises by Tenant shall not constitute an acknowledgment that no default then exists under this Lease of the obligations to be performed by Tenant nor shall such consent be deemed a waiver of any then existing default.
12.2.8 The discovery of the fact that any financial statement or other information provided by Tenant and intended to be relied upon by Landlord in giving its consent to an assignment or subletting shall be in writingwas materially false shall, accompanied by information relevant to at Landlord’s determination as to the financial election, render Landlord’s said consent null and operational responsibility and appropriateness void.
12.2.9 Any disapproval by Landlord of the any proposed assignee or subtenant, including but not limited to subtenant based on the intended use and/or required modification fact that such party is an existing tenant of the Premises, if any, together with a non-refundable deposit of $1,000, as reasonable consideration for Landlord’s considering and processing the request for consent. Tenant agrees to provide Landlord with such other or additional information and/or documentation as may Project (“Existing Tenant”) shall be reasonably requested by Landlord.
(f) Any assignee of, or subtenant under, this Lease shall, by reason of accepting such assignment or entering Into such sublease, be deemed, for the benefit of Landlord, to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein deemed to be observed or performed by Tenant during the term of said assignment or sublease, other than reasonable. With respect to any such obligations as are contrary to or inconsistent with provisions of an proposed assignment or sublease to which Landlord has specifically consented in writing.
(g) If Tenant desires to Sublet substantially the entire Premises for substantially the remainder of the term (other than pursuant to the Permitted Transfer) or assign the Premises (other than pursuant to a Permitted Transfer) prior to the expiration of the term of this lease and obtains an acceptable subtenant or assigneeExisting Tenant, then the Landlord shall have the option prior right, at its election, to recapture the execution Premises or a portion thereof as applicable for the purpose of directly marketing the Premises or a portion thereof to any third party, including the Existing Tenant, selected by Landlord, for the length of time, in the case of a sublease, offered by Tenant. Such recapture shall be effective as of the date specified by Tenant in its request for consent of Landlord as the proposed commencement date for the assignment or sublease or assignment agreement to cancel or, if no date is so specified, on the date selected by Landlord. In the event of such recapture by Landlord, this Lease with respect shall be amended to document the elimination of the applicable portion of the Premises that is for the subject of applicable period. Any necessary documents in connection with such proposed assignment or sublease. Landlord, in Landlord’s sole discretion, may then enter into a new lease with any prospective subtenant as the substitute Tenant. If Landlord exercises this option, then this present lease recapture shall be terminated prepared by mutual agreement as of that timeLandlord.
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