Alienation. Not to assign, transfer, underlet, or part with the possession or occupation of the Demised Premises or any part thereof or suffer any person to occupy the Demised Premises or any part thereof as a licensee BUT SO THAT NOTWITHSTANDING the foregoing the Landlord shall not unreasonably withhold or delay its consent to an assignment of the entire of the Demised Premises or an underletting of the entire or part of the Demised Premises to an assignee/underlessee that constitutes an institutionally acceptable covenant and that is of good and sufficient financial standing (and in the case of an assignment, is otherwise to the reasonable satisfaction of the Landlord) sufficient to meet its obligations as aforesaid subject always to the following provisions or such of them as may be appropriate, that is to say: (a) The Tenant shall prior to any such alienation as aforesaid apply to the Landlord and give all reasonable information concerning the proposed transaction and concerning the proposed assignee, under-lessee, licensee or disponee as the Landlord may reasonably require; (b) The Landlord’s consent (if given) to any such alienation shall be in writing and shall be given in such manner as the Landlord shall decide acting reasonably and the Tenant shall pay the reasonable vouched costs of the Landlord properly incurred in connection with the furnishing of such decision; (c) In the case of an assignment to a limited liability company which is not an institutionally acceptable covenant and of good and sufficient financial standing to meet its obligations as aforesaid, it shall be deemed reasonable for the Landlord to require that a guarantor or guarantors of financial standing satisfactory to the Landlord (acting reasonably) shall join in such consent as aforesaid as surety or sureties for such Company in order jointly and severally to covenant with the Landlord in the manner described in the guarantee contained in the Schedule 8 (mutatis mutandis); (d) In the case of an underlease, the Tenant agrees to use reasonable endeavours to ensure that the terms and conditions of any underlease remain confidential as between the Landlord and the Tenant and shall not be disclosed by the Tenant to any third party without the Landlord's prior written approval, except as required by Law; (e) In the case of an underlease, the same shall be of either the entire of the Demised Premises or part of the Demised Premises PROVIDED THAT (A) The Tenant may sub-let on a floor-by-floor basis subject to a maximum of four (4) sub-lettings at any one time; (B) The Tenant may sub-let part only of a floor subject to a cap of two sub-tenants per floor and at a minimum of 50% of the floor area of a particular floor the Landlord acknowledging that the remaining un-let space may be less than 50% of a particular floor and subject further to the maximum of four (4) sub-lettings of the Demised Premises referenced in clause 4.20.1(f)(A) above and PROVIDED THAT the Tenant has obtained the necessary Fire Safety Certificate and Disability Access Certificate and any other consents or approvals for the sub-division of any floor; and (C) The Tenant shall be entitled to sub-let the entire of the part of the Demised Premises comprising Nos. 4, 5 & 6 Sir Xxxx Xxxxxxxx’x Quay which sub-letting shall not be considered a sub-letting for the purposes of the restrictions set out in clauses 4.20.1(f)(A) and 4.20.1(f)(B) above. and PROVIDED FURTHER that the Tenant has obtained the necessary Fire Safety Certificate and Disability Access Certificate and any other consents or approvals for the sub-division of any floor. In the case of such underlease the same shall be made without taking a fine or premium at the then full current open market rent and the under-lessee shall, if required by the Landlord, enter into a direct covenant with the Landlord to perform and observe all the covenants (other than that for payment of the rents hereby reserved) and conditions herein contained and every such under-lease shall also be subject to the following conditions, that is to say that it shall contain:- (i) provisions for the review of the rent thereby reserved (which the Tenant hereby covenants to operate and enforce) corresponding except as to terms and dates but in all other respects (mutatis mutandis) with the rent review provisions contained in this Lease; (ii) a covenant by the undertenant (which the Tenant hereby covenants to use reasonable endeavours to enforce) prohibiting the undertenant from doing or suffering any act or thing upon or in relation to the Demised Premises in breach of, the provisions of this Lease; (iii) Any such sublease shall absolutely cease and determine if for whatever reason (including forfeiture) this Lease is terminated or expires (but the Landlord acknowledges that this shall be subject to any sub-tenant statutory rights which any sub-tenant may have entitling the sub-tenant to remain in occupation) (without prejudice to any claims the Landlord may have against the Tenant if such rights arise due to any breach of the Tenant's covenants in this Lease) and the Tenant shall procure that the sub-lessee vacates the premises underlet to it at the expiration or sooner determination of the Term; (iv) a condition for re-entry on breach of any covenant by the undertenant; (v) the same restrictions as to alienation, assignment, underletting, parting with or sharing the possession or occupation of the premises underlet; and (vi) a confirmation of renunciation of statutory renewal rights; (f) To enforce at the Tenant’s own expense the performance and observance by every such undertenant of the covenants, provisions and conditions of the under-lease and not, at any time, either expressly or by implication, to waive any breach of the same; (g) Not to agree any reviewed rent with the undertenant or any rent payable on any renewal thereof without the prior written consent of the Landlord such consent not to be unreasonably withheld or delayed but provided always that nothing herein shall prevent the Tenant from complying with any independent determination process provided for in the rent review clauses of the sub-lease; (h) Not to produce evidence of, refer to or seek to rely upon during any rent review pursuant to Schedule 4 the terms, conditions and/or existence of any under-letting(s) of part or all of the Demised Premises created by the Tenant including but not limited to the rent payable under any such under-letting(s); (i) Not to vary the terms of any permitted under-lease without the prior written consent of the Landlord not to be unreasonably withheld or delayed. (j) For the avoidance of doubt, in the case of an assignment, underletting, parting with possession or occupation of the Demised Premises or any part thereof or sufferance of any person to occupy the Demised Premises or any part thereof as a licensee or concessionaire (an “Alienation”), it shall be reasonable for the Landlord to withhold consent to any such Alienation of the Demised Premises or part thereof where the Alienation would, in the reasonable opinion of the Landlord, have the effect or give rise to a termination of the Landlord’s Option to Tax. PROVIDED ALWAYS THAT it shall not be reasonable for the Landlord to withhold such consent in circumstances where prior to any such proposed Alienation the Tenant pays or procures the payment to the Landlord of: (i) an amount equal to the amount of any VAT clawback or VAT payment obligations suffered by the Landlord as a result of such Alienation (hereinafter referred to in this Lease as a VAT Adjustment); and (ii) because the VAT Adjustment payable under sub-clause (i) above is or may be subject to tax in the hands of the Landlord, such further sum (the “Additional Payment”) as will leave the Landlord in at least the same position as if the VAT Adjustment had not been subject to tax and for the purpose of calculating the Additional Payment it shall be assumed, if not otherwise the case, that the VAT Adjustment and the Additional Payment constitute the sole income of the Landlord and that the Landlord has no deductible expenses, losses or allowances for tax purposes for offset or reduction against such income or receipt and the Tenant shall keep the Landlord indemnified in respect of any such VAT Adjustment and Additional Payment. In respect of the above, the Landlord agrees to furnish to the Tenant a calculation of any sums due (the “Statement”) signed by the Landlord’s auditors or tax advisors and such Statement shall (save in the case of manifest error) be final and binding on the parties. All amounts shall be paid in advance to the Landlord prior to issuing consent to any proposed alienation.

Appears in 2 contracts

Samples: Lease Agreement (Hubspot Inc), Lease Agreement (Hubspot Inc)

Alienation. (a) Not to ~~assign, transfer, underlet,~~ assign charge or underlet or part with or share the possession or occupation of any part or parts (as distinct from the whole) of the Premises and not to permit any other person firm company or other corporate body to occupy or share the occupation of any part or parts of the Premises as licensee or otherwise (b) Not to part with or share possession of the whole of the Premises or permit any person firm company or other corporate body to do so or share the possession or occupation of the ~~Demised~~ same as licensee or SS/E6438/5708a/20 02 2012 otherwise save by way of an assignment or underlease of the whole of the Premises (c) Not to hold or occupy the whole of the Premises or any part ~~thereof~~ or ~~suffer any person to occupy the Demised Premises or any part~~ parts thereof as ~~a licensee BUT SO THAT NOTWITHSTANDING the foregoing the Landlord shall not unreasonably withhold~~ trustee agent or delay its consent to an assignment of the entire of the Demised Premises or an underletting of the entire or part of the Demised Premises to an assignee/underlessee that constitutes an institutionally acceptable covenant and that is of good and sufficient financial standing (and in the case of an assignment, is otherwise to the reasonable satisfaction of the Landlord) sufficient to meet its obligations as aforesaid subject always to the following provisions or such of them as may be appropriate, that is to say: (a) The Tenant shall prior to any such alienation as aforesaid apply to the Landlord and give all reasonable information concerning the proposed transaction and concerning the proposed assignee, under-lessee, licensee or disponee as the Landlord may reasonably require; (b) The Landlord’s consent (if given) to any such alienation shall be in writing and shall be given in such manner as the Landlord shall decide acting reasonably and the Tenant shall pay the reasonable vouched costs of the Landlord properly incurred in connection with the furnishing of such decision; (c) In the case of an assignment to a limited liability company which is not an institutionally acceptable covenant and of good and sufficient financial standing to meet its obligations as aforesaid, it shall be deemed reasonable for the ~~Landlord to require that a guarantor or guarantors~~ benefit of financial standing satisfactory to the Landlord (acting reasonably) shall join in such consent as aforesaid as surety or sureties for such Company in order jointly and severally to covenant with the Landlord in the manner described in the guarantee contained in the Schedule 8 (mutatis mutandis);any other person (d) In Not to underlet the ~~case~~ whole of ~~an underlease,~~ the ~~Tenant agrees to use reasonable endeavours to ensure that~~ Premises at a fine or premium nor at a rent less than the ~~terms and conditions~~ rent payable hereunder or the open market rack rent of ~~any underlease remain confidential as between~~ the ~~Landlord and~~ Premises at the ~~Tenant and~~ time of such Underlease (whichever shall ~~not~~ be ~~disclosed by~~ the ~~Tenant to any third party without the Landlord's prior written approval, except as required by Law;~~higher). (e) In the case of an underlease, the same shall be of either the entire of the Demised Premises or part of the Demised Premises PROVIDED THAT (A) The Tenant may sub-let on a floor-by-floor basis subject to a maximum of four (4) sub-lettings at any one time; (B) The Tenant may sub-let part only of a floor subject to a cap of two sub-tenants per floor and at a minimum of 50% of the floor area of a particular floor the Landlord acknowledging that the remaining un-let space may be less than 50% of a particular floor and subject further Without prejudice to the maximum of four (4) sub-lettings of the Demised Premises referenced in clause 4.20.1(f)(A) above and PROVIDED THAT the Tenant has obtained the necessary Fire Safety Certificate and Disability Access Certificate and any other consents or approvals for the sub-division of any floor; and (C) The Tenant shall be entitled to sub-let the entire of the part of the Demised Premises comprising Nos. 4, 5 & 6 Sir Xxxx Xxxxxxxx’x Quay which sub-letting shall not be considered a sub-letting for the purposes of the restrictions set out in clauses 4.20.1(f)(A) and 4.20.1(f)(B) above. and PROVIDED FURTHER that the Tenant has obtained the necessary Fire Safety Certificate and Disability Access Certificate and any other consents or approvals for the sub-division of any floor. In the case of such underlease the same shall be made without taking a fine or premium at the then full current open market rent and the under-lessee shall, if required by the Landlord, enter into a direct covenant with the Landlord to perform and observe all the covenants (other than that for payment of the rents hereby reserved) and conditions herein contained and every such under-lease shall also be subject to the following conditions, that is to say that it shall contain:- (i) provisions for the review of the rent thereby reserved (which the Tenant hereby covenants to operate and enforce) corresponding except as to terms and dates but in all other respects (mutatis mutandis) with the rent review provisions contained in this Lease; (ii) a covenant by the undertenant (which the Tenant hereby covenants to use reasonable endeavours to enforce) prohibiting the undertenant from doing or suffering any act or thing upon or in relation to the Demised Premises in breach of, the foregoing provisions of this Lease; (iii) Any such sublease shall absolutely cease and determine if for whatever reason (including forfeiture) this Lease is terminated or expires (but the Landlord acknowledges that this shall be subject to any sub-~~tenant statutory rights which any sub-tenant may have entitling~~ clause not to assign charge or underlet the ~~sub-tenant to remain in occupation) (without prejudice to any claims the Landlord may have against the Tenant if such rights arise due to any breach~~ whole of the Tenant's covenants in this Lease) and the Tenant shall procure that the sub-lessee vacates the premises underlet to it at the expiration or sooner determination of the Term; (iv) a condition for re-entry on breach of any covenant by the undertenant; (v) the same restrictions as to alienation, assignment, underletting, parting with or sharing the possession or occupation of the premises underlet; and (vi) a confirmation of renunciation of statutory renewal rights; (f) To enforce at the Tenant’s own expense the performance and observance by every such undertenant of the covenants, provisions and conditions of the under-lease and not, at any time, either expressly or by implication, to waive any breach of the same; (g) Not to agree any reviewed rent with the undertenant or any rent payable on any renewal thereof Premises without the ~~prior~~ previous written consent of the ~~Landlord~~ Lessor but subject to the operation of sub-clauses (19)( f) and (g) and the remaining sub- sub-clauses of this sub-clause (19) such consent is not to be unreasonably withheld or delayed but provided always that nothing herein shall prevent the Tenant from complying with any independent determination process provided for in the rent review clauses of the sub-lease; (h) Not to produce evidence of, refer to or seek to rely upon during any rent review pursuant to Schedule 4 the terms, conditions and/or existence of any under-letting(s) of part or all of the Demised Premises created by the Tenant including but not limited to the rent payable under any such under-letting(s); (i) Not to vary the terms of any permitted under-lease without the prior written consent of the Landlord not to be unreasonably withheld or delayed. (j) For the avoidance of doubt, in the case of ~~an assignment, underletting, parting with possession~~ a respectable and responsible person and to be subject where necessary to any Mortgagee's or ~~occupation~~ insurer's prior consent first being obtained This sub-clause (e) shall operate without prejudice to the right of the Demised Premises or any part thereof or sufferance of any person to occupy the Demised Premises or any part thereof as a licensee or concessionaire (an “Alienation”), it shall be reasonable for the Landlord to withhold consent to any such Alienation of the Demised Premises or part thereof where the Alienation would, in the reasonable opinion of the Landlord, have the effect or give rise to a termination of the Landlord’s Option to Tax. PROVIDED ALWAYS THAT it shall not be reasonable for the Landlord Lessor to withhold such consent on any other grounds where such withholding would be reasonable or to impose any further conditions beyond those specified in circumstances where prior to any such proposed Alienation the Tenant pays or procures the payment to the Landlord of: (i) an amount equal to the amount of any VAT clawback or VAT payment obligations suffered by the Landlord as a result of such Alienation (hereinafter referred to in this Lease as a VAT Adjustment); and (ii) because the VAT Adjustment payable under sub-clause (if) ~~above is or~~ where the imposition of such conditions would be reasonable. (f) The Lessor may ~~be subject~~ withhold its consent to tax in the hands of the Landlord, such further sum (the “Additional Payment”) as will leave the Landlord in at least the same position as if the VAT Adjustment had not been subject to tax and for the purpose of calculating the Additional Payment it shall be assumed, if not otherwise the case, that the VAT Adjustment and the Additional Payment constitute the sole income of the Landlord and that the Landlord has no deductible expenses, losses or allowances for tax purposes for offset or reduction against such income or receipt and the Tenant shall keep the Landlord indemnified in respect of any such VAT Adjustment and Additional Payment. In respect of the above, the Landlord agrees to furnish to the Tenant a calculation of any sums due (the “Statement”) signed an application by the ~~Landlord’s auditors or tax advisors~~ Lessee for licence to assign this Lease unless all the conditions and ~~such Statement shall~~ criteria set by this sub-clause (~~save in the case of manifest error~~19)(f) ~~be final and binding on the parties. All amounts shall be paid in advance to the Landlord prior to issuing consent to any proposed alienation.~~are met, - that:

Appears in 1 contract

Samples: Lease

Alienation. Not to assign, transfer, underlet, or part with the possession or occupation of the Demised Premises or any part thereof or suffer any person to occupy the Demised Premises or any part thereof as a licensee BUT SO THAT NOTWITHSTANDING the foregoing the Landlord shall not unreasonably withhold or delay its consent to an assignment of the entire of the Demised Premises or an underletting of the entire or part of the Demised Premises to an assignee/underlessee that constitutes an institutionally acceptable covenant and that is of good and sufficient financial standing (and in the case of an assignment, is otherwise to the reasonable satisfaction of the Landlord) sufficient to meet its obligations as aforesaid subject always to the following provisions or such of them as may be appropriate, that is to say: (a) The Tenant shall prior to any such alienation as aforesaid apply to the Landlord and give all reasonable information concerning the proposed transaction and concerning the proposed assignee, under-lessee, licensee or disponee as the Landlord may reasonably require; (b) The Landlord’s consent (if given) to any such alienation shall be in writing and shall be given in such manner as the Landlord shall decide acting reasonably and the Tenant shall pay the reasonable vouched costs of the Landlord properly incurred in connection with the furnishing of such decision; (c) In the case of an assignment to a limited liability company which is not an institutionally acceptable covenant and of good and sufficient financial standing to meet its obligations as aforesaid, it shall be deemed reasonable for the Landlord to require that a guarantor or guarantors of financial standing satisfactory to the Landlord (acting reasonably) shall join in such consent as aforesaid as surety or sureties for such Company in order jointly and severally to covenant with the Landlord in the manner described in the guarantee contained in the Schedule 8 (mutatis mutandis); (d) In the case of an underlease, the Tenant agrees to use reasonable endeavours to ensure that the terms and conditions of any underlease remain confidential as between the Landlord and the Tenant and shall not be disclosed by the Tenant to any third party without the Landlord's prior written approval, except as required by Law; (e) In the case of an underlease, the same shall be of either the entire of the Demised Premises or part of the Demised Premises PROVIDED THAT (A) The Tenant may sub-let on a floor-by-floor basis subject to a maximum of four (4) sub-lettings at any one time; (B) The Tenant may sub-let part only of a floor subject to a cap of two sub-tenants per floor and at a minimum of 50% of the floor area of a particular floor the Landlord acknowledging that the remaining un-let space may be less than 50% of a particular floor and subject further to the maximum of four (4) sub-lettings of the Demised Premises referenced in clause 4.20.1(f)(A) above and PROVIDED THAT the Tenant has obtained the necessary Fire Safety Certificate and Disability Access Certificate and any other consents or approvals for the sub-division of any floor; and (C) 1. The Tenant shall be entitled to assign or sub-lease its rights and/or obligations under this Lease, in whole or any part thereof, to any third party on serving written notice on the Landlord. 2. The Tenant may also assign its interest in the site of any sub-station (and thereby partially assign its interest in this Lease) or sub-let ~~the entire~~ or share possession or occupation of ~~the part of the Demised Premises comprising Nos. 4, 5 & 6 Sir Xxxx Xxxxxxxx’x Quay which~~ any such sub-~~letting~~ station without obtaining the Landlord’s consent or approval but subject to written notification being given to the Landlord. 3. The Tenant shall ~~not~~ be ~~considered a sub-letting for~~ entitled without obtaining the ~~purposes of~~ Landlord’s consent or approval to assign its interest as tenant under this Lease in security and shall be entitled without obtaining the ~~restrictions set out~~ Landlord’s consent or approval to charge its interest hereunder in ~~clauses 4.20.1(f)(A) and 4.20.1(f)(B) above~~whole or in part, fixed or floating. 4. ~~and PROVIDED FURTHER~~ It is hereby acknowledged that the Tenant ~~has obtained~~ may require funding from a bank or other financial institution (the ~~necessary Fire Safety Certificate~~ “Funder”) to construct and ~~Disability Access Certificate~~ operate the Development and ~~any other consents or approvals for~~ that in arranging such finance the ~~sub-division~~ Funder may require as a condition of ~~any floor. In~~ the ~~case~~ availability of ~~such underlease the same shall be made without taking a fine or premium at the then full current open market rent and the under-lessee shall, if required by the Landlord,~~ that finance to enter into a direct ~~covenant~~ agreement with the Landlord to ~~perform and observe~~ cover any or all ~~the covenants (other than that for payment~~ of the ~~rents hereby reserved)~~ following matters and ~~conditions herein contained and every such under-lease shall also be~~ any related ancillary matters reasonably requested by the Funder subject to the ~~following conditions, that is~~ Landlord’s proper and reasonable fees and outlays in doing so being met by the Tenant :- 1. an acknowledgement by the Landlord of any security taken by the Funder over the Tenant and its assets; 2. an obligation to ~~say that it shall contain:- (i) provisions for~~ give notice to the ~~review~~ Funder of any intended exercise of the ~~rent thereby reserved (which the Tenant hereby covenants~~ Landlord’s rights to ~~operate and enforce) corresponding except as to terms and dates but in all other respects (mutatis mutandis) with the rent review provisions contained in~~ terminate this Lease; ~~(ii)~~ 3. the ability of a ~~covenant~~ receiver appointed by the ~~undertenant (which~~ Funder, pursuant to a charge in favour of the ~~Tenant hereby covenants~~ Funder following a default by the Tenants under its finance agreement with the Funder, to ~~use reasonable endeavours to enforce) prohibiting the undertenant from doing or suffering any act or thing upon or in relation to the Demised Premises in breach of, the provisions of~~ assign this Lease; ~~(iii) Any such sublease shall absolutely cease and determine if for whatever reason (including forfeiture) this Lease is terminated or expires (but~~ 4. a step in right to allow the Funder to ensure that the obligations of the Tenant are complied with so as to prevent any circumstances arising under which the Landlord ~~acknowledges~~ could seek to terminate this Lease; 5. an acknowledgement by the Funder that if it exercises its step in rights then it will be on the basis that it is assuming all of the rights and obligations of the Tenant under this ~~shall be subject to any sub-tenant statutory rights which any sub-tenant may have entitling the sub-tenant to remain in occupation) (~~Lease; and 6. without prejudice to ~~any claims~~ the foregoing generality, a clause providing that if the Landlord ~~may have against the Tenant if such~~ exercises its rights ~~arise due~~ to ~~any breach of the Tenant's covenants in~~ irritate this Lease) and the Tenant shall procure that the sub-lessee vacates the premises underlet to it at the expiration or sooner determination of the Term; (iv) a condition for re-entry on breach of any covenant by the undertenant; (v) the same restrictions as to alienation, assignment, underletting, parting with or sharing the possession or occupation of the premises underlet; and (vi) a confirmation of renunciation of statutory renewal rights; (f) To enforce at the Tenant’s own expense the performance and observance by every such undertenant of the covenants, provisions and conditions of the under-lease and not, at any time, either expressly or by implication, to waive any breach of the same; (g) Not to agree any reviewed rent with the undertenant or any rent payable on any renewal thereof without the prior written consent of the Landlord such consent not to be unreasonably withheld or delayed but provided always that nothing herein shall prevent the Tenant from complying with any independent determination process provided for in the rent review clauses of the sub-lease; (h) Not to produce evidence of, refer to or seek to rely upon during any rent review Lease pursuant to ~~Schedule 4 the terms, conditions and/or existence of any under-letting(s) of part or all of the Demised Premises created by the Tenant including but not limited~~ its rights to the rent payable under any such under-letting(s); (i) Not to vary the terms of any permitted under-lease without the prior written consent of the Landlord not to be unreasonably withheld or delayed. (j) For the avoidance of doubt, in the case of an assignment, underletting, parting with possession or occupation of the Demised Premises or any part thereof or sufferance of any person to occupy the Demised Premises or any part thereof as a licensee or concessionaire (an “Alienation”), it shall be reasonable for the Landlord to withhold consent to any such Alienation of the Demised Premises or part thereof where the Alienation would, in the reasonable opinion of the Landlord, have the effect or give rise to a termination of the Landlord’s Option to Tax. PROVIDED ALWAYS THAT it shall not be reasonable for the Landlord to withhold such consent in circumstances where prior to any such proposed Alienation the Tenant pays or procures the payment to the Landlord of: (i) an amount equal to the amount of any VAT clawback or VAT payment obligations suffered by the Landlord as a result of such Alienation (hereinafter referred to in this Lease as a VAT Adjustment); and (ii) because the VAT Adjustment payable under sub-clause (i) above is or may be subject to tax in the hands of the Landlord, such further sum (the “Additional Payment”) as will leave the Landlord in at least the same position as do so then if the VAT Adjustment had not been subject to tax and for the purpose of calculating the Additional Payment it shall be assumed, if not otherwise the case, that the VAT Adjustment and the Additional Payment constitute the sole income of the Landlord and that the Landlord has no deductible expenses, losses or allowances for tax purposes for offset or reduction against such income or receipt and the Tenant shall keep the Landlord indemnified in respect of any such VAT Adjustment and Additional Payment. In respect of the aboveFunder so requires, the Landlord ~~agrees to furnish~~ will on the date of such irritancy grant to the ~~Tenant~~ Funder, and the Funder will on such date accept, a ~~calculation~~ new Lease of ~~any sums due (~~the ~~“Statement”) signed by~~ Property for the ~~Landlord’s auditors or tax advisors~~ then unexpired duration of this Lease and ~~such Statement shall (save in the case of manifest error) be final and binding~~ otherwise on ~~the parties. All amounts shall be paid in advance~~ terms mutatis mutandis to ~~the Landlord prior to issuing consent to any proposed alienation~~this Lease.

Appears in 1 contract

Samples: Lease Agreement

Alienation. (a) Not to assign, transfer, ~~underlet~~sub-let, mortgage, charge (including lodgement of this Lease with anyone as security) or share or part with the possession or occupation of the Demised Premises or any part ~~thereof~~ of it or suffer any person to occupy the Demised Premises or any part ~~thereof~~ of it as a ~~licensee BUT SO THAT NOTWITHSTANDING~~ licensee, franchisee or concessionaire. (b) Notwithstanding the ~~foregoing~~ provisions of clause 4.14(a), the Landlord shall not unreasonably withhold or delay its consent to ~~an assignment~~ the mortgaging or charging (including lodging this Lease with anyone as security) of the entire of the Demised Premises with a recognised financial institution or to an ~~underletting~~ assignment of the entire or ~~part~~ to a sub-letting of the entire of the Demised Premises to an ~~assignee/underlessee that constitutes an institutionally~~ assignee or sub-tenant reasonably acceptable ~~covenant~~ to the Landlord (and ~~that is~~ being of ~~good and sufficient~~ financial standing ~~(and in the case of an assignment, is otherwise~~ reasonably satisfactory to ~~the reasonable satisfaction of~~ the Landlord) ~~sufficient to meet its obligations as aforesaid~~ and otherwise subject ~~always~~ to the following provisions or such of them as may be appropriate~~, that is to say:~~. (ai) The Tenant shall prior to any such alienation ~~as aforesaid~~ apply to the Landlord in writing and give all reasonable information as the Landlord may require concerning the proposed transaction and concerning the proposed assignee, ~~under~~sub-~~lessee, licensee~~ tenant or ~~disponee as the Landlord may reasonably require;~~disponee. (bii) The Landlord’s consent ~~(if given)~~ to any such alienation shall be in writing and shall be given in such manner as the Landlord shall decide ~~acting reasonably~~ and the Tenant shall pay the proper and reasonable ~~vouched~~ costs of the Landlord ~~properly incurred~~ in connection with the consideration of each such application and (where applicable) the furnishing of such ~~decision;~~consent. (ciii) Without prejudice to any other grounds on which the Landlord may be entitled to withhold its consent to any such alienation, it shall be deemed a reasonable ground for the withholding of Landlord’s consent that: (A) the Tenant is in breach of any of the Tenant’s covenants and conditions contained in this Lease; or (B) the proposed assignee, sub-tenant or disponee intends to alter the Permitted Use or any part thereof in a manner which would be prohibited under the provisions of clause 4.12; or (C) the proposed assignee, sub-tenant or disponee has or may have immunity from legal proceedings in relation to any breach of any covenant or condition in this Lease or any sub-lease; or (D) such alienation causes a VAT cost for the Landlord, either as a VAT clawback or as a VAT liability; or (E) the proposed assignee, sub-tenant or disponee does not intend to occupy the Demised Premises. (iv) In the case of an assignment to a limited liability ~~company which is not an institutionally acceptable covenant and of good and sufficient financial standing to meet its obligations as aforesaid~~company, if it shall be ~~deemed reasonable for~~ reasonable, the Landlord to may require that a ~~guarantor~~ surety (or ~~guarantors~~ sureties) of ~~financial~~ standing satisfactory to the Landlord ~~(acting reasonably) shall~~ join in ~~such~~ the relevant consent as ~~aforesaid as~~ surety ~~or sureties~~ for such ~~Company~~ a company in order jointly and severally to covenant with the Landlord in the manner described in the guarantee contained in ~~the~~ Schedule 8 5 (mutatis mutandis);) or in such other form as the Landlord may from time to time require. (dv) In the case of an underlease, the Tenant agrees to use reasonable endeavours to ensure that the terms and conditions of any underlease remain confidential as between the Landlord and the Tenant and shall not be disclosed by the Tenant to any third party without the Landlord's prior written approval, except as required by Law; (e) In the case of an underleasesub-lease, the same shall be of ~~either~~ the entire of the Demised Premises or part of the Demised Premises PROVIDED THAT (A) The Tenant may sub-let on a floor-by-floor basis subject to a maximum of four (4) sub-lettings at any one time; (B) The Tenant may sub-let part only of a floor subject to a cap of two sub-tenants per floor and at a minimum of 50% of the floor area of a particular floor the Landlord acknowledging that the remaining un-let space may be less than 50% of a particular floor and subject further to the maximum of four (4) sub-lettings of the Demised Premises referenced in clause 4.20.1(f)(A) above and PROVIDED THAT the Tenant has obtained the necessary Fire Safety Certificate and Disability Access Certificate and any other consents or approvals for the sub-division of any floor; and (C) The Tenant shall be entitled to sub-let the entire of the part of the Demised Premises comprising Nos. 4, 5 & 6 Sir Xxxx Xxxxxxxx’x Quay which sub-letting shall not be considered a sub-letting for the purposes of the restrictions set out in clauses 4.20.1(f)(A) and 4.20.1(f)(B) above. and PROVIDED FURTHER that the Tenant has obtained the necessary Fire Safety Certificate and Disability Access Certificate and any other consents or approvals for the sub-division of any floor. In the case of such underlease the same shall be made without taking a fine or premium and reserving the then current market rent or the rent payable hereunder at the ~~then full current open market rent~~ time of the granting of such sub-lease (whichever is the higher) and be in a form approved by the ~~under~~Landlord (such approval not to be unreasonably withheld or delayed). The sub-~~lessee shall,~~ tenant shall if required by the ~~Landlord,~~ Landlord enter into a direct covenant with the Landlord to perform and observe all the covenants (other than that for payment of the rents hereby reserved) and conditions ~~herein~~ contained ~~and every~~ in this Lease. Every such ~~under~~sub-lease shall also ~~be subject to the following conditions, that is to say that it shall contain:-~~contain: (iA) provisions for the review of the rent thereby reserved (which the Tenant hereby covenants to operate and enforce) corresponding ~~except~~ both as to terms and dates ~~but~~ and in all other respects (mutatis mutandis) with the rent review provisions contained in this Lease, unless the term of the sub-lease does not extend beyond the next Review Date; (iiB) a covenant condition or proviso under which the rent from time to time payable under such sub-lease shall not be less than the rent from time to time payable under this Lease; (C) a covenant by the ~~undertenant~~ sub-tenant (which the Tenant hereby covenants to ~~use reasonable endeavours to~~ enforce) prohibiting the ~~undertenant~~ sub-tenant from doing or suffering any act or thing upon or in relation to the Demised Premises inconsistent with or in breach ~~of,~~ of the provisions of this Lease; (~~iii~~D) ~~Any such sublease shall absolutely cease and determine if for whatever reason (including forfeiture) this Lease is terminated or expires (but~~ a provision giving the Landlord acknowledges that this shall be subject to any sub-tenant statutory rights which any sub-tenant may have entitling the sub-tenant to remain in occupation) (without prejudice to any claims the Landlord may have against the Tenant if such rights arise due to any breach right of ~~the Tenant's covenants in this Lease) and the Tenant shall procure that the sub-lessee vacates the premises underlet to it at the expiration or sooner determination of the Term; (iv) a condition for~~ re-entry on breach of any covenant by the ~~undertenant;~~sub-tenant; and (vE) the same restrictions as to alienation, assignment, ~~underletting~~sub-letting, mortgaging, charging (including lodging the sub-lease with anyone as security) and parting with or sharing the possession or occupation of the premises ~~underlet; and~~sub-let as this Lease. PROVIDED THAT the Tenant shall procure that no sub-tenant shall acquire security of tenure rights pursuant to the Landlord and Tenant (Amendment) Act, 1980 as amended by the Landlord and Tenant (Amendment) Act, 1994 and the Civil Law (Miscellaneous Provisions) Xxx 0000 and each sub-tenant shall execute a Deed of Renunciation of such rights prior to executing any such sub-lease. The Tenant shall indemnify the Landlord against all actions, proceedings, claims, demands, losses, costs, expenses, damages and liability arising in any way directly or indirectly as a result of any such sub-tenant acquiring such rights under the above mentioned legislation. (vi~~) a confirmation of renunciation of statutory renewal rights; (f~~) To enforce at the Tenant’s own expense the performance and observance by every such ~~undertenant~~ sub-tenant of the ~~covenants,~~ covenants conditions and provisions ~~and conditions~~ of the ~~under~~sub-lease and ~~not,~~ not at any ~~time,~~ time either expressly or by ~~implication,~~ implication to waive any breach of the same;. (gvii) Not to agree any reviewed rent with the ~~undertenant or~~ sub-tenant nor any rent payable on any renewal ~~thereof without the prior written consent~~ of the Landlord such consent not to be unreasonably withheld or delayed but provided always that nothing herein shall prevent the Tenant from complying with any independent determination process provided for in the rent review clauses of the an sub-lease; (h) Not to produce evidence of, refer to or seek to rely upon during any rent review pursuant to Schedule 4 the terms, conditions and/or existence of any under-letting(s) of part or all of the Demised Premises created by the Tenant including but not limited to the rent payable under any such under-letting(s); (i) Not to vary the terms of any permitted under-lease without the prior written consent of the Landlord (such consent not to be unreasonably withheld or delayed). (viii) Not to vary the terms or consent to alienation of or accept any surrender of any permitted sub-lease without the prior written consent of the Landlord, such consent not to be unreasonably withheld or delayed. (jix) ~~For the avoidance~~ Within 14 (fourteen) days of ~~doubt~~every alienation, ~~in the case of an~~ assignment, ~~underletting~~transfer, ~~parting with possession~~ assent, sub-lease, assignment of sub-lease, mortgage, charge (including lodgement of the relevant document or ~~occupation~~ instrument as security) or any other disposition whether mediate or immediate of or relating to the Demised Premises or any part ~~thereof or sufferance~~ of ~~any person~~ it, to ~~occupy the Demised Premises or any part thereof as a licensee or concessionaire (an “Alienation”), it shall be reasonable for~~ deliver to the Landlord ~~to withhold consent to any such Alienation~~ or its solicitors a solicitor’s certified copy of the ~~Demised Premises~~ deed instrument or ~~part thereof where the Alienation would, in the reasonable opinion of the Landlord, have the effect~~ other document evidencing or ~~give rise to a termination of~~ effecting such disposition duly stamped and shall pay the Landlord’s ~~Option to Tax. PROVIDED ALWAYS THAT it shall not be~~ proper and reasonable costs and expenses in connection with such alienation including, for the ~~Landlord~~ avoidance of doubt, the Landlord’s proper and reasonable professional costs and expenses. (x) The Tenant covenants to ~~withhold such consent in circumstances where prior to any such proposed Alienation the Tenant pays or procures the payment to~~ indemnify and keep indemnified the Landlord ~~of:~~ in respect of any and all tax liabilities (~~i) an amount equal to the amount of~~ including any VAT clawback or VAT ~~payment obligations suffered~~ liability) which the Landlord may suffer in the event the Tenant breaches the conditions of clause 4.14(a) or 4.14(b). All sums payable by the Tenant to the Landlord under this clause 4.14(b)(x) shall be paid free and clear of all deductions or withholdings save only as ~~a result~~ may be required by law. If any such deductions or withholdings are required by law, the Tenant shall pay to the Landlord such sum as will, after such deduction or withholding has been made, leave the Landlord with the same amount as it would have been entitled to receive, in the absence of such ~~Alienation (hereinafter referred~~ requirement to in make a deduction or withholding. If any sum payable by the Tenant to the Landlord under this ~~Lease as a VAT Adjustment); and (ii~~clause 4.14(b)(x) ~~because the VAT Adjustment payable under sub-clause (i) above is or may~~ shall otherwise be subject to tax in the hands of the Landlord, ~~such further sum (the “Additional Payment”) as will leave the Landlord in at least~~ the same ~~position~~ obligation to make an increased payment shall apply in relation to such tax as if it were a deduction or withholding required by law, as referred to above. (xi) For the ~~VAT Adjustment had~~ avoidance of doubt, the Tenant shall pay the Landlord’s proper and reasonable costs and expenses (including the Landlord’s proper and reasonable professional costs and expenses) in connection with the Landlord’s consideration of any application made under this clause 4.14(b) irrespective of whether or not the application is ultimately refused or withdrawn save where it is determined by a court of law that Landlord’s consent has been ~~subject to tax and~~ unreasonably withheld. PROVIDED HOWEVER THAT for as long as the ~~purpose of calculating~~ Tenant is Hubspot Ireland Limited the ~~Additional Payment it shall be assumed, if not otherwise the case, that the VAT Adjustment and the Additional Payment constitute the sole income~~ consent of the Landlord ~~and that~~ shall not be required for the sharing of possession of the Demised Premises by the Tenant with any Group Company subject to (a) the Tenant notifying the Landlord has no deductible expenses, losses or allowances for tax purposes for offset or reduction against such income or receipt and the Tenant shall keep the Landlord indemnified in respect of any such VAT Adjustment and Additional Payment. In respect of the ~~above,~~ identity of the ~~Landlord agrees to furnish~~ relevant Group Company not less than five working days prior to the ~~Tenant~~ relevant Group Company entering occupation and (b) the relevant Group Company shall execute a ~~calculation~~ Deed of ~~any sums due (the “Statement”) signed by the Landlord’s auditors or tax advisors and such Statement shall (save in the case~~ Renunciation of ~~manifest error) be final and binding on the parties. All amounts shall be paid in advance~~ its security of tenure rights pursuant to the Landlord ~~prior to issuing consent to any proposed alienation~~and Tenant (Amendment) Act, 1980 as amended by the Landlord and Tenant (Amendment) Act, 1994 and the Civil Law (Miscellaneous Provisions) Xxx 0000.

Appears in 1 contract

Samples: Lease (Hubspot Inc)

Alienation. 29.1 Not to assign, transfer, underlet, or part with the possession or occupation of the Demised Premises or any part thereof or suffer any person to occupy the Demised Premises or any part thereof as a ~~licensee BUT SO THAT NOTWITHSTANDING~~ licensee, franchisee or concessionaire during the ~~foregoing~~ Term except with the ~~Landlord shall not unreasonably withhold or delay its~~ previous consent ~~to an assignment~~ in writing of the entire of the Demised Premises or an underletting of the entire or part of the Demised Premises to an assignee/underlessee that constitutes an institutionally acceptable covenant and that is of good and sufficient financial standing (and in the case of an assignment, is otherwise to the reasonable satisfaction of the Landlord) sufficient to meet its obligations as aforesaid Lessor subject ~~always~~ to the following provisions or such of them as may be ~~appropriate,~~ appropriate that is to ~~say:~~say:- ~~(a)~~ 29.1.1 The ~~Tenant~~ Lessee shall prior to any such ~~alienation as aforesaid~~ assignment, transfer, underletting apply to the ~~Landlord and give~~ Lessor giving all reasonable information ~~concerning the proposed transaction~~ (including, but not by way of exception, trade and bank references and audited accounts) concerning the proposed assignee, ~~under-lessee, licensee~~ transferee or ~~disponee~~ underlessee as the ~~Landlord~~ Lessor may ~~reasonably~~ require; ~~(b)~~ 29.1.2 The ~~Landlord~~Lessor’s consent ~~(if given)~~ to any such ~~alienation shall be in writing and~~ assignment, transfer or underletting, shall be given by licence or in such other manner as the ~~Landlord~~ Lessor may reasonably decide but shall ~~decide acting reasonably~~ be endorsed on the Deed of Assignment and the ~~Tenant~~ Lessee shall pay the reasonable ~~vouched~~ costs ~~of the Landlord properly incurred~~ in connection with ~~the furnishing of~~ such ~~decision~~consent; ~~(c)~~ 29.1.3 In the case of an assignment to a limited liability company ~~which is not an institutionally acceptable covenant and of good and sufficient financial standing to meet its obligations as aforesaid,~~ if it shall be deemed ~~reasonable for~~ reasonable, the ~~Landlord to~~ Lessor may require that a ~~guarantor~~ parent or ~~guarantors~~ associate company or two directors of ~~financial~~ standing satisfactory to the ~~Landlord (acting reasonably)~~ Lessor shall join in such consent as aforesaid as surety ~~or sureties~~ for such ~~Company~~ company in order ~~jointly and severally~~ to covenant with the ~~Landlord~~ Lessor as surety that such company will pay the rent and other payments provided for in this Lease and perform and observe the ~~manner described in the guarantee~~ said covenants and conditions contained in this Lease and indemnify and save harmless the ~~Schedule 8 (mutatis mutandis);~~Lessor against all loss, damages, costs and expenses arising by reason of any default by such company. ~~(d)~~ 29.2 In the case of an ~~underlease, the Tenant agrees to use reasonable endeavours to ensure that the terms and conditions of any~~ underlease remain confidential as between the Landlord and the Tenant and shall not be disclosed by the Tenant to any third party without the Landlord's prior written approval, except as required by Law; (e) In the case of an underlease, the same shall be of ~~either~~ the entire of the Demised Premises or part of the Demised Premises PROVIDED THAT (A) The Tenant may sub-let on a floor-by-floor basis subject to a maximum of four (4) sub-lettings at any one time; (B) The Tenant may sub-let part only of a floor subject to a cap of two sub-tenants per floor and at a minimum of 50% of the floor area of a particular floor the Landlord acknowledging that the remaining un-let space may be less than 50% of a particular floor and subject further to the maximum of four (4) sub-lettings of the Demised Premises referenced in clause 4.20.1(f)(A) above and PROVIDED THAT the Tenant has obtained the necessary Fire Safety Certificate and Disability Access Certificate and any other consents or approvals for the sub-division of any floor; and (C) The Tenant shall be entitled to sub-let the entire of the part of the Demised Premises comprising Nos. 4, 5 & 6 Sir Xxxx Xxxxxxxx’x Quay which sub-letting shall not be considered a sub-letting for the purposes of the restrictions set out in clauses 4.20.1(f)(A) and 4.20.1(f)(B) above. and PROVIDED FURTHER that the Tenant has obtained the necessary Fire Safety Certificate and Disability Access Certificate and any other consents or approvals for the sub-division of any floor. In the case of such underlease the same shall be made without taking a fine or premium at the then full current open market rent and the ~~under-lessee shall,~~ underlessee shall if required by the ~~Landlord~~Lessor, enter into a direct covenant with the ~~Landlord~~ Lessor to perform and observe all the covenants ~~(other than that for payment of the rents hereby reserved)~~ and conditions herein contained and every such ~~under-~~under lease shall also be subject to the following conditions, that is to say that it shall contain:- ~~(i) provisions for~~ 29.2.1 An unqualified covenant on the ~~review~~ part of the ~~rent~~ under lessee not to under lease or part with or share the possession of the whole or part only of the Demised Premises thereby ~~reserved (which~~ demised without the ~~Tenant hereby covenants~~ Lessors consent such consent not to ~~operate~~ be unreasonable withheld. 29.2.2 A covenant on the part of the under lessee not to assign part only of the Demised Premises thereby demised and ~~enforce) corresponding except~~ not to assign the whole of the Demised Premises thereby demised without obtaining the previous consent in writing of the Lessor; 29.2.3 Covenants and conditions in the same terms as ~~to terms and dates but in all other respects (mutatis mutandis) with the rent review provisions~~ nearly as circumstances admit as those contained in this Lease; ~~(ii) a~~ 29.2.4 A covenant by on the ~~undertenant (which~~ part of the ~~Tenant hereby covenants to use reasonable endeavours to enforce)~~ underlessee prohibiting the ~~undertenant~~ underlessee from doing or suffering any act or thing upon or in relation to the Demised Premises inconsistent with or in breach ~~of,~~ of the provisions of this Lease; ~~(iii) Any such sublease shall absolutely cease and determine if~~ 29.2.5 A provision giving the Lessor rights of entry for whatever reason (including forfeiture) this Lease is terminated or expires (but the Landlord acknowledges that this shall be subject to any sub-tenant statutory rights which any sub-tenant may have entitling the sub-tenant to remain in occupation) (without prejudice to any claims the Landlord may have against the Tenant if such rights arise due to any breach of the Tenant's covenants in this Lease) and the Tenant shall procure that the sub-lessee vacates the premises underlet to it at the expiration or sooner determination of the Term; (iv) a condition for re-entry on breach of any ~~covenant~~ of the covenants by the ~~undertenant~~under-Lessee; ~~(v) the~~ 29.2.6 The same restrictions as to alienation, assignment, underletting, parting with or sharing the possession or occupation of the premises underlet; and (vi) a confirmation of renunciation of statutory renewal rights; (f) To enforce at the Tenant’s own expense the performance and observance by every such undertenant of the covenants, provisions and conditions of the under-lease and not, at any time, either expressly or by implication, to waive any breach of the same; (g) Not to agree any reviewed rent with the undertenant or any rent payable on any renewal thereof without the prior written consent of the Landlord such consent not to be unreasonably withheld or delayed but provided always that nothing herein shall prevent the Tenant from complying with any independent determination process provided for in the rent review clauses of the sub-lease; (h) Not to produce evidence of, refer to or seek to rely upon during any rent review pursuant to Schedule 4 the terms, conditions and/or existence of any under-letting(s) of part or all of the Demised Premises created by the Tenant including but not limited to the rent payable under any such under-letting(s); (i) Not to vary the terms of any permitted under-lease without the prior written consent of the Landlord not to be unreasonably withheld or delayed. (j) For the avoidance of doubt, in the case of an assignment, underletting, parting with possession or occupation of the Demised Premises ~~or any part thereof or sufferance of any person~~ underlet as are contained in this Lease. AND the Lessee hereby covenants to ~~occupy the Demised Premises or any part thereof as a licensee or concessionaire (an “Alienation”), it shall be reasonable for the Landlord to withhold consent to any~~ operate and enforce all such Alienation of the Demised Premises or part thereof where the Alienation would, in the reasonable opinion of the Landlord, have the effect or give rise to a termination of the Landlord’s Option to Tax. PROVIDED ALWAYS THAT it shall not be reasonable for the Landlord to withhold such consent in circumstances where prior to any such proposed Alienation the Tenant pays or procures the payment to the Landlord of: (i) an amount equal to the amount of any VAT clawback or VAT payment obligations suffered covenants and conditions enforceable by the ~~Landlord~~ Lessee as ~~a result of~~ Lessor under such ~~Alienation (hereinafter referred~~ an underlease. 29.3 In relation to in this Lease as a VAT Adjustment); and (ii) because the VAT Adjustment payable under sub-clause (i) above is or may be subject to tax in the hands of the Landlord, such further sum (the “Additional Payment”) as will leave the Landlord in at least the same position as if the VAT Adjustment had not been subject to tax and for the purpose of calculating the Additional Payment it shall be assumed, if not otherwise the case, that the VAT Adjustment and the Additional Payment constitute the sole income of the Landlord and that the Landlord has no deductible expenses, losses or allowances for tax purposes for offset or reduction against such income or receipt and the Tenant shall keep the Landlord indemnified in respect of any such VAT Adjustment and Additional Payment. In respect of the aboveevery underlease, the Landlord agrees to furnish to the Tenant a calculation of any sums due (the “Statement”) signed by the Landlord’s auditors or tax advisors and such Statement shall (save in the case of manifest error) be final and binding on the parties. All amounts shall be paid in advance to the Landlord prior to issuing consent to any proposed alienation.Lessee covenants:-

Appears in 1 contract

Samples: Lease Agreement (Azur Pharma Public LTD Co)

Alienation. Not to assign, mortgage, charge, transfer, underlet, or part with the possession or occupation of the Demised Premises or any part thereof or suffer any person to occupy the Demised Premises or any part thereof as a licensee BUT SO THAT NOTWITHSTANDING the foregoing the Landlord shall not unreasonably withhold ~~or delay~~ its consent to an assignment of the entire ~~of the Demised Premises~~ or to an underletting of the entire ~~or part~~ of the Demised Premises to an ~~assignee/~~assignee or underlessee ~~that constitutes an institutionally acceptable covenant and that is~~ of good and sufficient financial standing (and ~~in the case of an assignment, is~~ otherwise reasonably acceptable to the ~~reasonable satisfaction of the Landlord) sufficient to meet its obligations as aforesaid~~ Landlord subject always to the following provisions or such of them as may be appropriate, that is to ~~say:~~say:- ~~(a)~~ 4.20.1 The Tenant shall prior to any such alienation as aforesaid apply to the Landlord and give all reasonable information concerning the proposed transaction and concerning the proposed assignee, under-~~lessee, licensee~~ lessee or disponee as the Landlord may ~~reasonably~~ require; ~~(b)~~ 4.20.2 The Landlord’s consent ~~(if given)~~ to any such alienation shall be in writing and shall be given in such manner as the Landlord shall decide ~~acting reasonably~~ and the Tenant shall pay the reasonable ~~vouched~~ costs of the Landlord ~~properly incurred~~ in connection with the furnishing of such ~~decision~~consent; ~~(c)~~ 4.20.3 In the case of an assignment to a limited liability ~~company which is not an institutionally acceptable covenant and of good and sufficient financial standing to meet its obligations as aforesaid~~company, it shall be deemed reasonable for the Landlord to require that ~~a guarantor or guarantors~~ two directors of ~~financial~~ standing satisfactory to the Landlord ~~(acting reasonably)~~ shall join in such consent as aforesaid as ~~surety or~~ sureties for such Company in order jointly and severally to covenant with the Landlord in the manner described in the guarantee contained in the Sixth Schedule 8 (mutatis mutandis); ~~(d)~~ 4.20.4 In the case of an underlease, the Tenant agrees to use reasonable endeavours to ensure that the terms and conditions of any underlease remain confidential as between the Landlord and the Tenant and shall not be disclosed by the Tenant to any third party without the Landlord's prior written approval, except as required by Law; (e) In the case of an underlease, under-lease the same shall be of ~~either~~ the entire of the Demised Premises or part of the Demised Premises PROVIDED THAT (A) The Tenant may sub-let on a floor-by-floor basis subject to a maximum of four (4) sub-lettings at any one time; (B) The Tenant may sub-let part only of a floor subject to a cap of two sub-tenants per floor and at a minimum of 50% of the floor area of a particular floor the Landlord acknowledging that the remaining un-let space may be less than 50% of a particular floor and subject further to the maximum of four (4) sub-lettings of the Demised Premises referenced in clause 4.20.1(f)(A) above and PROVIDED THAT the Tenant has obtained the necessary Fire Safety Certificate and Disability Access Certificate and any other consents or approvals for the sub-division of any floor; and (C) The Tenant shall be entitled to sub-let the entire of the part of the Demised Premises comprising Nos. 4, 5 & 6 Sir Xxxx Xxxxxxxx’x Quay which sub-letting shall not be considered a sub-letting for the purposes of the restrictions set out in clauses 4.20.1(f)(A) and 4.20.1(f)(B) above. and PROVIDED FURTHER that the Tenant has obtained the necessary Fire Safety Certificate and Disability Access Certificate and any other consents or approvals for the sub-division of any floor. In the case of such underlease the same shall be made without taking a fine or premium at the then ~~full~~ current ~~open~~ market rent or at the rent payable hereunder at the time of the granting of such under-lease (whichever is the higher) and the under-lessee shall, if required by the Landlord, enter into a direct covenant with the Landlord to perform and observe all the covenants (other than that for payment of the rents hereby reserved) and conditions herein contained and every such under-lease shall also be subject to the following conditions, that is to say that it shall ~~contain:-~~contain:- 9 Table of Contents ~~(i)~~ 4.20.4.1 provisions for the review of the rent thereby reserved (which the Tenant hereby covenants to operate and enforce) on an upwards only basis corresponding ~~except~~ both as to terms and dates ~~but~~ and in all other respects (mutatis mutandis) with the rent review provisions contained in this Lease; ~~(ii)~~ 4.20.4.2 a covenant, condition or proviso under which the rent from time to time payable under such under-lease shall not be less than the rent from time to time payable hereunder; 4.20.4.3 a covenant by the undertenant (which the Tenant hereby covenants ~~to use reasonable endeavours~~ to enforce) prohibiting the undertenant from doing or suffering any act or thing upon or in relation to the Demised Premises inconsistent with, or in breach of, the provisions of this Lease; (iii) Any such sublease shall absolutely cease and determine if for whatever reason (including forfeiture) this Lease is terminated or expires (but the Landlord acknowledges that this shall be subject to any sub-tenant statutory rights which any sub-tenant may have entitling the sub-tenant to remain in occupation) (without prejudice to any claims the Landlord may have against the Tenant if such rights arise due to any breach of the Tenant's covenants in this Lease) and the Tenant shall procure that the sub-lessee vacates the premises underlet to it at the expiration or sooner determination of the Term; (iv) 4.20.4.4 a condition for re-entry on breach of any covenant by the undertenant; ~~(v)~~ 4.20.4.5 the same restrictions as to alienation, assignment, underletting, parting with or sharing the possession or occupation of the premises underlet~~; and (vi) a confirmation of renunciation of statutory renewal rights~~; ~~(f)~~ 4.20.5 To enforce at the Tenant’s own expense the performance and observance by every such undertenant of the covenants, provisions and conditions of the under-lease and not, at any time, either expressly or by implication, to waive any breach of the same; ~~(g)~~ 4.20.6 Not to agree any reviewed rent with the undertenant or any rent payable on any renewal thereof without the prior written consent of the Landlord (such consent not to be unreasonably withheld or delayed but provided always that nothing herein shall prevent the Tenant from complying with any independent determination process provided for in the rent review clauses of the sub-lease; (h) Not to produce evidence of, refer to or seek to rely upon during any rent review pursuant to Schedule 4 the terms, conditions and/or existence of any under-letting(s) of part or all of the Demised Premises created by the Tenant including but not limited to the rent payable under any such under-letting(sdelayed); ~~(i)~~ 4.20.7 Not to vary the terms or accept any surrender of any permitted ~~under-~~under- lease without the prior written consent of the ~~Landlord~~ Landlord, such consent not to be unreasonably withheld or delayed. (j) For the avoidance of doubt, in the case of an assignment, underletting, parting with possession or occupation of the Demised Premises or any part thereof or sufferance of any person to occupy the Demised Premises or any part thereof as a licensee or concessionaire (an “Alienation”), it shall be reasonable for the Landlord to withhold consent to any such Alienation of the Demised Premises or part thereof where the Alienation would, in the reasonable opinion of the Landlord, have the effect or give rise to a termination of the Landlord’s Option to Tax. PROVIDED ALWAYS THAT it shall not be reasonable for the Landlord to withhold such consent in circumstances where prior to any such proposed Alienation the Tenant pays or procures the payment to the Landlord of: (i) an amount equal to the amount of any VAT clawback or VAT payment obligations suffered by the Landlord as a result of such Alienation (hereinafter referred to in this Lease as a VAT Adjustment); and (ii) because the VAT Adjustment payable under sub-clause (i) above is or may be subject to tax in the hands of the Landlord, such further sum (the “Additional Payment”) as will leave the Landlord in at least the same position as if the VAT Adjustment had not been subject to tax and for the purpose of calculating the Additional Payment it shall be assumed, if not otherwise the case, that the VAT Adjustment and the Additional Payment constitute the sole income of the Landlord and that the Landlord has no deductible expenses, losses or allowances for tax purposes for offset or reduction against such income or receipt and the Tenant shall keep the Landlord indemnified in respect of any such VAT Adjustment and Additional Payment. In respect of the above, the Landlord agrees to furnish to the Tenant a calculation of any sums due (the “Statement”) signed by the Landlord’s auditors or tax advisors and such Statement shall (save in the case of manifest error) be final and binding on the parties. All amounts shall be paid in advance to the Landlord prior to issuing consent to any proposed alienation.

Appears in 1 contract

Samples: Lease Agreement (Amarin Corp Plc\uk)

Alienation. ~~Not~~ 3.9.1 not to ~~assign, transfer, underlet,~~ assign underlet or charge part only of the Property; 3.9.2 not to part with ~~the~~ possession or share occupation of ~~the Demised Premises~~ or allow any ~~part thereof or suffer any~~ other person to occupy the ~~Demised Premises~~ whole or any part ~~thereof as~~ of the Property except by way of a ~~licensee BUT SO THAT NOTWITHSTANDING~~ permitted assignment or underletting of the ~~foregoing~~ whole and not to hold the whole or any part of the Property on trust for another; 3.9.3 not to charge the whole of the Property without the prior written consent of the Landlord which shall not be unreasonably withheld or delayed; 3.9.4 not to assign the whole of the Property without the prior written consent of the Landlord which shall not be unreasonably withheld or delayed provided that the Landlord shall not unreasonably withhold or delay its consent to an assignment of the entire of the Demised Premises or an underletting of the entire or part of the Demised Premises to an assignee/underlessee that constitutes an institutionally acceptable covenant and that is of good and sufficient financial standing (and in the case of an assignment, is otherwise to the reasonable satisfaction of the Landlord) sufficient to meet its obligations as aforesaid subject always to the following provisions or such of them as may be ~~appropriate, that is to say~~entitled: (a) ~~The~~ to withhold its consent in any of the circumstances set out in clause 3.9.6; (b) to impose all or any of the matters set out in clause 3.9.7 as a condition of its consent; 3.9.5 the provisos to clause 3.9.4 shall operate without prejudice to the right of the Landlord to withhold such consent on any other ground or grounds where such withholding of consent would be reasonable or to impose any further condition or conditions upon the grant of consent where the imposition of such condition or conditions would be reasonable; 3.9.6 if any of the following circumstances (which are specified for the purposes of section 19(1A) of the Landlord and Tenant ~~shall prior~~ Act 1927) apply either at the date when application for consent to ~~any such alienation as aforesaid apply~~ assign is made to the Landlord or after that date but before the Landlord’s consent is given the Landlord may withhold its consent and ~~give all~~ if after the Landlord’s consent has been given but before the assignment has taken place any such circumstances apply the Landlord may revoke its consent whether its consent is expressly subject to a condition as referred to in clause 3.9.7 or not. The circumstances are: (a) where the Basic Rent and any other sum due and demanded from the Tenant under this Lease remains unpaid; (b) where in the reasonable ~~information concerning~~ opinion of the Landlord the proposed ~~transaction and concerning~~ assignee is not of sufficient financial standing to enable it to comply with the Tenant’s covenants in this Lease; (c) where the proposed ~~assignee, under-lessee, licensee~~ assignee is a member of the same group of companies (within the meaning of section 42 of the 0000 Xxx) as the person who is the Tenant at the time of the relevant application (or ~~disponee~~ any former tenant who by virtue of section 11 of the 1995 Act has not been released) and in the Landlord’s reasonable opinion the proposed assignee is less likely to be able to comply with the Tenant’s covenants in this Lease than that person; (d) where the proposed assignee or any guarantor (other than any guarantor under an Authorised Guarantee Agreement) is a corporation registered or otherwise resident in a jurisdiction in which the order of a court obtained in England and Wales will not necessarily be enforced against the proposed assignee or guarantor without any consideration of the merits of the case; 3.9.7 the Landlord may impose any or all of the following conditions which are specified for the purposes of section 19(1A) of the Landlord and Xxxxxx Xxx 0000 on giving any consent to an assignment by the Tenant: (a) that the Tenant who is to assign this Lease and any former tenant who by virtue of section 11 of the 1995 Act has not been released enters into an Authorised Guarantee Agreement with the Landlord in the form set out in schedule 4 with such modifications as the Landlord may reasonably require; (b) ~~The Landlord’s consent (if given)~~ that the Basic Rent and any other sums due and demanded within 5 working days prior to ~~any such alienation shall be in writing and shall be given in such manner as~~ the ~~Landlord shall decide acting reasonably and~~ proposed assignment from the Tenant ~~shall pay the reasonable vouched costs~~ under this Lease are paid prior to completion of the ~~Landlord properly incurred in connection with the furnishing of such decision~~proposed assignment; (c) In that the case of an assignment to a limited liability company which is not an institutionally acceptable covenant and of good and sufficient financial standing to meet its obligations as aforesaid, it shall be deemed reasonable for the Landlord to require that a guarantor or guarantors of financial standing satisfactory to the Landlord (acting reasonably) shall join in such consent as aforesaid as surety or sureties for such Company in order jointly and severally to covenant proposed assignee covenants with the Landlord that as from the date of the deed of assignment to it of this Lease until it assigns this Lease with the Landlord’s consent it will pay the rent and observe and perform all the Tenant’s covenants and obligations in ~~the manner described in the guarantee contained in the Schedule 8 (mutatis mutandis)~~this Lease; (d) In that if at any time before the ~~case~~ proposed assignment any of ~~an underlease,~~ the ~~Tenant agrees to use reasonable endeavours to ensure that the terms and conditions of any underlease remain confidential as between~~ circumstances specified in clause 3.9.6 apply the Landlord ~~and~~ may revoke the ~~Tenant and shall not be disclosed~~ consent by written notice to the ~~Tenant to any third party without the Landlord's prior written approval, except as required by Law~~Tenant; (e) In the ~~case~~ execution and delivery to the Landlord prior to the proposed assignment of ~~an underlease,~~ a valid rent deposit deed for such sum as the ~~same shall be~~ Landlord may reasonably determine and in such form as the Landlord may reasonably require together with the payment by way of ~~either the entire~~ cleared funds of the ~~Demised Premises or part of~~ sum specified in the ~~Demised Premises PROVIDED THAT (A) The Tenant may sub-let on a floor-by-floor basis subject to a maximum of four (4) sub-lettings at any one time~~said rent deposit deed; (Bf) ~~The Tenant~~ that such persons as the Landlord may ~~sub-let part only~~ reasonably require act as guarantors for the proposed assignee who shall covenant by way of ~~a floor subject~~ indemnity and guarantee (and if more than one jointly and severally) with the Landlord in such terms as the Landlord may reasonably require; 3.9.8 not to ~~a cap of two sub-tenants per floor and at a minimum of 50%~~ underlet the whole of the ~~floor area~~ Property: (a) without the prior written consent of ~~a particular floor~~ the Landlord ~~acknowledging that the remaining un-let space may~~ which shall not be less than 50% of a particular floor and subject further to the maximum of four (4) sub-lettings of the Demised Premises referenced in clause 4.20.1(f)(A) above and PROVIDED THAT the Tenant has obtained the necessary Fire Safety Certificate and Disability Access Certificate and any other consents unreasonably withheld or ~~approvals for the sub-division of any floor~~delayed; and (Cb) ~~The Tenant shall~~ unless the property to be ~~entitled~~ underlet falls wholly within the Property and does not include any property or right over any property which is not demised by this Lease; and (c) unless the underlease contains a lawful agreement excluding in relation to ~~sub-let~~ the ~~entire~~ tenancy to be created by the underlease the provisions of sections 24 to 28 (inclusive) of the 1954 Act; 3.9.9 upon the grant of any underlease to obtain covenants on the part of the ~~Demised Premises comprising Nos. 4, 5 & 6 Sir Xxxx Xxxxxxxx’x Quay which~~ sub-~~letting~~ tenant directly with the Landlord in such form as the Landlord shall require that the sub-tenant will: (a) not assign underlet or charge part only of the underlet premises; (b) not underlet the whole of the underlet premises nor part with or share possession or occupation of the whole or any part of them nor grant to third parties rights over them otherwise than by a permitted assignment of the whole of the underlet premises; (c) not assign or charge the whole of the underlet premises without obtaining the previous consent of the Landlord under this Lease which shall not be ~~considered a sub-letting~~ unreasonably withheld or delayed; (d) observe and perform the Tenant’s covenants and obligations in this Lease (except the covenant to pay Rents) and the covenants on the part of the undertenant in the underlease; 3.9.10 upon the grant of any underlease: (a) to include provisions for the ~~purposes~~ revision of the restrictions set out in clauses 4.20.1(f)(A) and 4.20.1(f)(B) above. and PROVIDED FURTHER that the Tenant has obtained the necessary Fire Safety Certificate and Disability Access Certificate and any other consents or approvals for the sub-division of any floor. In the case of such underlease the same shall be made without taking a fine or premium at the then full current open market rent ~~and the under-lessee shall, if required~~ reserved by the ~~Landlord, enter into a direct covenant~~ underlease in an upward only direction to correspond in time and effect with the Landlord to perform and observe all the covenants (other than that for payment of the rents hereby reserved) and conditions herein contained and every such under-lease shall also be subject to the following conditions, that is to say that it shall contain:- (i) provisions for the review of the ~~rent thereby reserved (which the Tenant hereby covenants to operate and enforce) corresponding except as to terms and dates but in all other respects (mutatis mutandis) with the rent review provisions~~ Basic Rent contained in this Lease; (iib) not to grant give reserve or take a ~~covenant~~ premium or fine; (c) not to grant an underlease otherwise than at the greater of the Market Rent (as defined in clause 7) as at the date of the underlease the Basic Rent reserved by the undertenant (which the Tenant hereby covenants to use reasonable endeavours to enforce) prohibiting the undertenant from doing or suffering any act or thing upon or in relation to the Demised Premises in breach of, the provisions of this Lease; (~~iii~~d) ~~Any~~ to include provisions not to underlet the whole or any part of the underlet premises; (e) to include such ~~sublease shall absolutely cease and determine if for whatever reason (including forfeiture) this Lease is terminated or expires (but~~ covenants on the ~~Landlord acknowledges that this shall be subject to any sub-tenant statutory rights which any sub-tenant may have entitling~~ part of the sub-tenant ~~to remain in occupation) (without prejudice to any claims~~ as shall secure the ~~Landlord may have against~~ due performance and observance of the covenants on the part of the Tenant ~~if such rights arise due to any breach of the Tenant's covenants~~ contained in this Lease~~) and the Tenant shall procure that the sub-lessee vacates the premises underlet to it at the expiration or sooner determination of the Term~~; (ivf) to include a condition for re-entry on breach of any covenant by the undertenant; (v) the same restrictions as to alienation, assignment, underletting, parting with or sharing the possession or occupation of the premises underlet; and (vi) a confirmation of renunciation of statutory renewal rights; (f) To enforce at the Tenant’s own expense the performance and observance by every such undertenant of the covenants, provisions and conditions of the undersub-~~lease and not, at any time, either expressly or by implication, to waive any breach of the same~~tenant; (g) ~~Not~~ to ~~agree any reviewed rent with~~ obtain the ~~undertenant or any rent payable on any renewal thereof without the prior~~ written ~~consent~~ approval of the Landlord to the form of the underlease such ~~consent~~ approval not to be unreasonably withheld or delayed ~~but provided always that nothing herein shall prevent~~ where the provisions of such underlease are consistent with the provisions of this Lease. 3.9.11 notwithstanding clause 3.9.3 and subject to the Tenant ~~from complying with any independent determination process provided for in~~ giving prior written notice to the ~~rent review clauses~~ Landlord of the ~~sub-lease~~identity of the company and of the part of the Property affected (if less than the whole) the Tenant may share occupation of the Property with a company within the same group of companies (within the meaning of section 42 of the 0000 Xxx) as the Tenant: (a) for so long only as such company shall remain within such group; (hb) Not to produce evidence of, refer to or seek to rely upon during any rent review pursuant to Schedule 4 the terms, conditions and/or existence of any under-letting(s) of part or all of the Demised Premises created by the Tenant including but on terms whereby such company is not limited to the rent payable under any such under-letting(s); (i) Not to vary the terms of any permitted under-lease without the prior written consent of the Landlord not to be unreasonably withheld or delayed. (j) For the avoidance of doubt, in the case of an assignment, underletting, parting with possession or given exclusive occupation of the ~~Demised Premises~~ Property or any part thereof ~~or sufferance~~ and no relationship of any person to occupy the Demised Premises or any part thereof as a licensee or concessionaire (an “Alienation”), it shall be reasonable for the Landlord to withhold consent to any such Alienation of the Demised Premises or part thereof where the Alienation would, in the reasonable opinion of the Landlord, have the effect or give rise to a termination of the Landlord’s Option to Tax. PROVIDED ALWAYS THAT it shall not be reasonable for the Landlord to withhold such consent in circumstances where prior to any such proposed Alienation the Tenant pays or procures the payment to the Landlord of: (i) an amount equal to the amount of any VAT clawback or VAT payment obligations suffered by the Landlord as a result of such Alienation (hereinafter referred to in this Lease as a VAT Adjustment)landlord and tenant is created; and (iic) ~~because~~ provided that the ~~VAT Adjustment payable under sub-clause~~ number of companies in occupation of the Property at no time exceeds three; (id) ~~above is or may be~~ subject to ~~tax in~~ the ~~hands of the Landlord, such further sum (the “Additional Payment”) as will leave~~ Tenant promptly notifying the Landlord in at least the same position as if the VAT Adjustment had not been subject to tax and for the purpose of calculating the Additional Payment it shall be assumed, if not otherwise the case, that the VAT Adjustment and the Additional Payment constitute the sole income writing of the ~~Landlord and that the Landlord has no deductible expenses, losses or allowances for tax purposes for offset or reduction against~~ date upon which such ~~income or receipt and the Tenant shall keep the Landlord indemnified in respect~~ sharing of any such VAT Adjustment and Additional Payment. In respect of the above, the Landlord agrees to furnish to the Tenant a calculation of any sums due (the “Statement”) signed by the Landlord’s auditors or tax advisors and such Statement shall (save in the case of manifest error) be final and binding on the parties. All amounts shall be paid in advance to the Landlord prior to issuing consent to any proposed alienation.occupation ends;

Appears in 1 contract

Samples: Lease Agreement (Esterline Technologies Corp)

Alienation. ~~Not~~ Lessor shall have the right, at its sole cost and expense, to assign, ~~transfer~~sell or encumber any interest of Lessor in the Aircraft (other than the Hush Kits) or this Lease and/or the proceeds hereof subject to the rights of Lessee under the provisions of this Lease, ~~underlet~~and in accordance with Applicable Law; and provided that the Aircraft shall remain registered in the United States, ~~or part with~~ and provided further that in the ~~possession or occupation~~ event of a sale of the ~~Demised Premises or~~ Aircraft, any ~~part thereof or suffer any person to occupy the Demised Premises or any part thereof as~~ such purchaser shall be a ~~licensee BUT SO THAT NOTWITHSTANDING the foregoing the Landlord shall not unreasonably withhold or delay its consent to an assignment~~ Person of ~~the entire of the Demised Premises or an underletting of the entire or part of the Demised Premises to an assignee/underlessee that constitutes an institutionally acceptable covenant~~ recognized standing and ~~that is of good and sufficient financial standing (and~~ ability in the ~~case of an assignment, is otherwise~~ aviation industry so as to be able to fulfill its obligations as lessor hereunder to the reasonable satisfaction of ~~the Landlord) sufficient~~ Lessee. To effect or facilitate any such assignment, sale or encumbrance, Lessee agrees to ~~meet its obligations as aforesaid subject always to the following provisions~~ provide, at Lessor's sole cost and expense, such agreements, consents, conveyances or ~~such of them~~ documents as may be ~~appropriate~~reasonably requested by Lessor, which shall include, without limitation, in the event of a sale complying herewith, an unrestricted release of Lessor from its obligations under this Lease. The agreements, covenants, obligations and liabilities contained herein including, but not limited to, all obligations to pay Rent and indemnify each Indemnitee are made for the benefit of each Indemnitee and their respective successors and permitted assigns; provided, however, that is no assignment, sale or encumbrance shall increase the aggregate financial exposure or Rent obligations of Lessee under this Lease as compared to ~~say: (a) The Tenant shall prior to any~~ what such ~~alienation as aforesaid apply to the Landlord and give all reasonable information concerning the proposed transaction and concerning the proposed assignee~~obligations would have been had such assignment, ~~under-lessee, licensee~~ sale or disponee as the Landlord may reasonably require; (b) The Landlord’s consent (if given) to any such alienation shall be in writing and shall be given in such manner as the Landlord shall decide acting reasonably and the Tenant shall pay the reasonable vouched costs of the Landlord properly incurred in connection with the furnishing of such decision; (c) In the case of an assignment to a limited liability company which is encumbrance not an institutionally acceptable covenant and of good and sufficient financial standing to meet its obligations as aforesaid, it shall be deemed reasonable for the Landlord to require that a guarantor or guarantors of financial standing satisfactory to the Landlord (acting reasonably) shall join in such consent as aforesaid as surety or sureties for such Company in order jointly and severally to covenant with the Landlord in the manner described in the guarantee contained in the Schedule 8 (mutatis mutandis); (d) In the case of an underlease, the Tenant agrees to use reasonable endeavours to ensure that the terms and conditions of any underlease remain confidential as between the Landlord and the Tenant and shall not be disclosed by the Tenant to any third party without the Landlord's prior written approval, except as required by Law; (e) In the case of an underlease, the same shall be of either the entire of the Demised Premises or part of the Demised Premises PROVIDED THAT (A) The Tenant may sub-let on a floor-by-floor basis subject to a maximum of four (4) sub-lettings at any one time; (B) The Tenant may sub-let part only of a floor subject to a cap of two sub-tenants per floor and at a minimum of 50% of the floor area of a particular floor the Landlord acknowledging that the remaining un-let space may be less than 50% of a particular floor and subject further to the maximum of four (4) sub-lettings of the Demised Premises referenced in clause 4.20.1(f)(A) above and PROVIDED THAT the Tenant has obtained the necessary Fire Safety Certificate and Disability Access Certificate and any other consents or approvals for the sub-division of any floor; and (C) The Tenant shall be entitled to sub-let the entire of the part of the Demised Premises comprising Nos. 4, 5 & 6 Sir Xxxx Xxxxxxxx’x Quay which sub-letting shall not be considered a sub-letting for the purposes of the restrictions set out in clauses 4.20.1(f)(A) and 4.20.1(f)(B) above. and PROVIDED FURTHER that the Tenant has obtained the necessary Fire Safety Certificate and Disability Access Certificate and any other consents or approvals for the sub-division of any flooroccurred. In the ~~case of such underlease the same~~ event this Lease is assigned, sold or encumbered by Lessor, any assignee, transferee or Lessor Lender shall ~~be made without taking~~ agree in writing delivered to Lessee as a ~~fine~~ condition precedent thereto not to disturb or ~~premium at the then full current open market rent and the under-lessee shall, if required by the Landlord, enter into a direct covenant~~ otherwise interfere with the ~~Landlord to perform and observe all the covenants (other than that for payment~~ quiet enjoyment by Lessee of the ~~rents hereby reserved)~~ Aircraft so long as no Default or Event of Default shall have occurred and ~~conditions herein contained~~ be continuing, and ~~every~~ that such ~~under-lease~~ assignee, transferee or Lessor Lender shall ~~also be~~ have no interest whatsoever in the Hush Kits absent Lessee's express transfer or conveyance thereof in a written bill xx sale. Any purchaser of the Aircraft subject to the ~~following conditions~~Lease shall assume the obligations of Lessor, that is to say that it shall contain:- (i) provisions for the review of the rent thereby reserved (which the Tenant hereby covenants to operate and enforce) corresponding except as to terms and dates but in all other respects (mutatis mutandis) with the rent review provisions contained in this Lease; (ii) a covenant by the undertenant (which the Tenant hereby covenants to use reasonable endeavours to enforce) prohibiting the undertenant from doing or suffering any act or thing upon or in relation to the Demised Premises in breach of, the provisions of this Lease; (iii) Any such sublease shall absolutely cease and determine if for whatever reason (specifically including forfeiture) this Lease is terminated or expires (but the Landlord acknowledges that this shall be subject to any sub-tenant statutory rights which any sub-tenant may have entitling the sub-tenant to remain in occupation) (without prejudice to any claims the Landlord may have against the Tenant if such rights arise due to any breach of the TenantLessor's covenants in this Lease) and the Tenant shall procure that the sub-lessee vacates the premises underlet to it at the expiration or sooner determination of the Term; (iv) a condition for re-entry on breach of any covenant by the undertenant; (v) the same restrictions as to alienation, assignment, underletting, parting with or sharing the possession or occupation of the premises underlet; and (vi) a confirmation of renunciation of statutory renewal rights; (f) To enforce at the Tenant’s own expense the performance and observance by every such undertenant of the covenants, provisions and conditions of the under-lease and not, at any time, either expressly or by implication, to waive any breach of the same; (g) Not to agree any reviewed rent with the undertenant or any rent payable on any renewal thereof without the prior written consent of the Landlord such consent not to be unreasonably withheld or delayed but provided always that nothing herein shall prevent the Tenant from complying with any independent determination process provided for in the rent review clauses of the sub-lease; (h) Not to produce evidence of, refer to or seek to rely upon during any rent review pursuant to Schedule 4 the terms, conditions and/or existence of any under-letting(s) of part or all of the Demised Premises created by the Tenant including but not limited to the rent payable under any such under-letting(s); (i) Not to vary the terms of any permitted under-lease without the prior written consent of the Landlord not to be unreasonably withheld or delayed. (j) For the avoidance of doubt, in the case of an assignment, underletting, parting with possession or occupation of the Demised Premises or any part thereof or sufferance of any person to occupy the Demised Premises or any part thereof as a licensee or concessionaire (an “Alienation”), it shall be reasonable for the Landlord to withhold consent to any such Alienation of the Demised Premises or part thereof where the Alienation would, in the reasonable opinion of the Landlord, have the effect or give rise to a termination of the Landlord’s Option to Tax. PROVIDED ALWAYS THAT it shall not be reasonable for the Landlord to withhold such consent in circumstances where prior to any such proposed Alienation the Tenant pays or procures the payment to the Landlord of: (i) an amount equal to the amount of any VAT clawback or VAT payment obligations suffered by the Landlord as a result of such Alienation (hereinafter referred to in this Lease as a VAT Adjustment); and (ii) because the VAT Adjustment payable under sub-clause (i) above is or may be subject to tax in the hands of the Landlord, such further sum (the “Additional Payment”) as will leave the Landlord in at least the same position as if the VAT Adjustment had not been subject to tax and for the purpose of calculating the Additional Payment it shall be assumed, if not otherwise the case, that the VAT Adjustment and the Additional Payment constitute the sole income of the Landlord and that the Landlord has no deductible expenses, losses or allowances for tax purposes for offset or reduction against such income or receipt and the Tenant shall keep the Landlord indemnified in respect of any such VAT Adjustment and Additional Payment. In respect of the above, the Landlord agrees to furnish to the Tenant a calculation of any sums due (the “Statement”) signed by the Landlord’s auditors or tax advisors and such Statement shall (save in the case of manifest error) be final and binding on the parties. All amounts shall be paid in advance to the Landlord prior to issuing consent to any proposed alienation.obligations

Appears in 1 contract

Samples: Aircraft Lease Agreement (Kitty Hawk Inc)

Alienation. (a) Not to assign, transfer, ~~underlet~~sub-let, mortgage, charge (including lodgement of this Lease with anyone as security) or share or part with the possession or occupation of the Demised Premises or any part ~~thereof~~ of it or suffer any person to occupy the Demised Premises or any part ~~thereof~~ of it as a ~~licensee BUT SO THAT NOTWITHSTANDING~~ licensee, franchisee or concessionaire. (b) Notwithstanding the ~~foregoing~~ provisions of clause 4.14(a), the Landlord shall not unreasonably withhold or delay its consent to ~~an assignment~~ the mortgaging or charging (including lodging this Lease with anyone as security) of the entire of the Demised Premises with a recognised financial institution or to an ~~underletting~~ assignment of the entire or ~~part~~ to a sub-letting of the entire of the Demised Premises to an ~~assignee/underlessee that constitutes an institutionally~~ assignee or sub-tenant reasonably acceptable ~~covenant~~ to the Landlord (and ~~that is~~ being of ~~good and sufficient~~ financial standing ~~(and in the case of an assignment, is otherwise~~ reasonably satisfactory to ~~the reasonable satisfaction of~~ the Landlord) ~~sufficient to meet its obligations as aforesaid~~ and otherwise subject ~~always~~ to the following provisions or such of them as may be appropriate~~, that is to say:~~. (ai) The Tenant shall prior to any such alienation ~~as aforesaid~~ apply to the Landlord in writing and give all reasonable information as the Landlord may require concerning the proposed transaction and concerning the proposed assignee, ~~under~~sub-~~lessee, licensee~~ tenant or ~~disponee as the Landlord may reasonably require;~~disponee. (bii) The Landlord’s consent ~~(if given)~~ to any such alienation shall be in writing and shall be given in such manner as the Landlord shall decide ~~acting reasonably~~ and the Tenant shall pay the proper and reasonable ~~vouched~~ costs of the Landlord ~~properly incurred~~ in connection with the consideration of each such application and (where applicable) the furnishing of such ~~decision;~~consent. (ciii) Without prejudice to any other grounds on which the Landlord may be entitled to withhold its consent to any such alienation, it shall be deemed a reasonable ground for the withholding of Landlord’s consent that: (A) the Tenant is in breach of any of the Tenant’s covenants and conditions contained in this Lease; or (B) the proposed assignee, sub-tenant or disponee intends to alter the Permitted Use or any part thereof in a manner which would be prohibited under the provisions of clause 4.12; or (C) the proposed assignee, sub-tenant or disponee has or may have immunity from legal proceedings in relation to any breach of any covenant or condition in this Lease or any sublease; or (D) such alienation causes a VAT cost for the Landlord, either as a VAT clawback or as a VAT liability; or (E) the proposed assignee, sub-tenant or disponee does not intend to occupy the Demised Premises. (iv) In the case of an assignment to a limited liability ~~company which is not an institutionally acceptable covenant and of good and sufficient financial standing to meet its obligations as aforesaid~~company, if it shall be ~~deemed reasonable for~~ reasonable, the Landlord to may require that a ~~guarantor~~ surety (or ~~guarantors~~ sureties) of ~~financial~~ standing satisfactory to the Landlord ~~(acting reasonably) shall~~ join in ~~such~~ the relevant consent as ~~aforesaid as~~ surety ~~or sureties~~ for such ~~Company~~ a company in order jointly and severally to covenant with the Landlord in the manner described in the guarantee contained in ~~the~~ Schedule 8 5 (mutatis mutandis);) or in such other form as the Landlord may from time to time require. (dv) In the case of an underlease, the Tenant agrees to use reasonable endeavours to ensure that the terms and conditions of any underlease remain confidential as between the Landlord and the Tenant and shall not be disclosed by the Tenant to any third party without the Landlord's prior written approval, except as required by Law; (e) In the case of an underleasea sub-lease, the same shall be of ~~either~~ the entire of the Demised Premises or part of the Demised Premises PROVIDED THAT (A) The Tenant may sub-let on a floor-by-floor basis subject to a maximum of four (4) sub-lettings at any one time; (B) The Tenant may sub-let part only of a floor subject to a cap of two sub-tenants per floor and at a minimum of 50% of the floor area of a particular floor the Landlord acknowledging that the remaining un-let space may be less than 50% of a particular floor and subject further to the maximum of four (4) sub-lettings of the Demised Premises referenced in clause 4.20.1(f)(A) above and PROVIDED THAT the Tenant has obtained the necessary Fire Safety Certificate and Disability Access Certificate and any other consents or approvals for the sub-division of any floor; and (C) The Tenant shall be entitled to sub-let the entire of the part of the Demised Premises comprising Nos. 4, 5 & 6 Sir Xxxx Xxxxxxxx’x Quay which sub-letting shall not be considered a sub-letting for the purposes of the restrictions set out in clauses 4.20.1(f)(A) and 4.20.1(f)(B) above. and PROVIDED FURTHER that the Tenant has obtained the necessary Fire Safety Certificate and Disability Access Certificate and any other consents or approvals for the sub-division of any floor. In the case of such underlease the same shall be made without taking a fine or premium and reserving the then current market rent or the rent payable hereunder at the ~~then full current open market rent~~ time of the granting of such sub-lease (whichever is the higher) and be in a form approved by the ~~under~~Landlord (such approval not to be unreasonably withheld or delayed). The sub-~~lessee shall,~~ tenant shall if required by the ~~Landlord,~~ Landlord enter into a direct covenant with the Landlord to perform and observe all the covenants (other than that for payment of the rents hereby reserved) and conditions ~~herein~~ contained ~~and every~~ in this Lease. Every such ~~under~~sub-lease shall also ~~be subject to the following conditions, that is to say that it shall contain:-~~contain: (iA) provisions for the review of the rent thereby reserved (which the Tenant hereby covenants to operate and enforce) corresponding ~~except~~ both as to terms and dates ~~but~~ and in all other respects (mutatis mutandis) with the rent review provisions contained in this Lease, unless the term of the sub-lease does not extend beyond the next Review Date; (iiB) a covenant condition or proviso under which the rent from time to time payable under such sub-lease shall not be less than the rent from time to time payable under this Lease; (C) a covenant by the ~~undertenant~~ sub-tenant (which the Tenant hereby covenants to ~~use reasonable endeavours to~~ enforce) prohibiting the ~~undertenant~~ sub-tenant from doing or suffering any act or thing upon or in relation to the Demised Premises inconsistent with or in breach ~~of,~~ of the provisions of this Lease; (~~iii~~D) ~~Any such sublease shall absolutely cease and determine if for whatever reason (including forfeiture) this Lease is terminated or expires (but~~ a provision giving the Landlord acknowledges that this shall be subject to any sub-tenant statutory rights which any sub-tenant may have entitling the sub-tenant to remain in occupation) (without prejudice to any claims the Landlord may have against the Tenant if such rights arise due to any breach right of ~~the Tenant's covenants in this Lease) and the Tenant shall procure that the sub-lessee vacates the premises underlet to it at the expiration or sooner determination of the Term; (iv) a condition for~~ re-entry on breach of any covenant by the ~~undertenant;~~sub-tenant; and (vE) the same restrictions as to alienation, assignment, ~~underletting~~sub-letting, mortgaging, charging (including lodging the sub-lease with anyone as security) and parting with or sharing the possession or occupation of the premises ~~underlet; and~~sub-let as this Lease. PROVIDED THAT the Tenant shall procure that no sub-tenant shall acquire security of tenure rights pursuant to the Landlord and Tenant (Amendment) Act, 1980 as amended by the Landlord and Tenant (Amendment) Act, 1994 and the Civil Law (Miscellaneous Provisions) Xxx 0000 and each sub-tenant shall execute a Deed of Renunciation of such rights prior to executing any such sub-lease. The Tenant shall indemnify the Landlord against all actions, proceedings, claims, demands, losses, costs, expenses, damages and liability arising in any way directly or indirectly as a result of any such sub-tenant acquiring such rights under the above mentioned legislation. (vi~~) a confirmation of renunciation of statutory renewal rights; (f~~) To enforce at the Tenant’s own expense the performance and observance by every such ~~undertenant~~ sub-tenant of the ~~covenants,~~ covenants conditions and provisions ~~and conditions~~ of the ~~under~~sub-lease and ~~not,~~ not at any ~~time,~~ time either expressly or by ~~implication,~~ implication to waive any breach of the same;. (gvii) Not to agree any reviewed rent with the ~~undertenant or~~ sub-tenant nor any rent payable on any renewal ~~thereof without the prior written consent~~ of the Landlord such consent not to be unreasonably withheld or delayed but provided always that nothing herein shall prevent the Tenant from complying with any independent determination process provided for in the rent review clauses of the a sub-lease; (h) Not to produce evidence of, refer to or seek to rely upon during any rent review pursuant to Schedule 4 the terms, conditions and/or existence of any under-letting(s) of part or all of the Demised Premises created by the Tenant including but not limited to the rent payable under any such under-letting(s); (i) Not to vary the terms of any permitted under-lease without the prior written consent of the Landlord (such consent not to be unreasonably withheld or delayed). (viii) Not to vary the terms or consent to alienation of or accept any surrender of any permitted sub-lease without the prior written consent of the Landlord, such consent not to be unreasonably withheld or delayed. (jix) ~~For the avoidance~~ Within 14 (fourteen) days of ~~doubt~~every alienation, ~~in the case of an~~ assignment, ~~underletting~~transfer, ~~parting with possession~~ assent, sub-lease, assignment of sub-lease, mortgage, charge (including lodgement of the relevant document or ~~occupation~~ instrument as security) or any other disposition whether mediate or immediate of or relating to the Demised Premises or any part ~~thereof or sufferance~~ of ~~any person~~ it, to ~~occupy the Demised Premises or any part thereof as a licensee or concessionaire (an “Alienation”), it shall be reasonable for~~ deliver to the Landlord ~~to withhold consent to any such Alienation~~ or its solicitors a solicitor’s certified copy of the ~~Demised Premises~~ deed instrument or ~~part thereof where the Alienation would, in the reasonable opinion of the Landlord, have the effect~~ other document evidencing or ~~give rise to a termination of~~ effecting such disposition duly stamped and shall pay the Landlord’s ~~Option to Tax. PROVIDED ALWAYS THAT it shall not be~~ proper and reasonable costs and expenses in connection with such alienation including, for the ~~Landlord~~ avoidance of doubt, the Landlord’s proper and reasonable professional costs and expenses. (x) The Tenant covenants to ~~withhold such consent in circumstances where prior to any such proposed Alienation the Tenant pays or procures the payment to~~ indemnify and keep indemnified the Landlord ~~of:~~ in respect of any and all tax liabilities (~~i) an amount equal to the amount of~~ including any VAT clawback or VAT ~~payment obligations suffered~~ liability) which the Landlord may suffer in the event the Tenant breaches the conditions of clause 4.14(a) or 4.14(b). All sums payable by the Tenant to the Landlord under this clause 4.14(b)(x) shall be paid free and clear of all deductions or withholdings save only as ~~a result~~ may be required by law. If any such deductions or withholdings are required by law, the Tenant shall pay to the Landlord such sum as will, after such deduction or withholding has been made, leave the Landlord with the same amount as it would have been entitled to receive, in the absence of such ~~Alienation (hereinafter referred~~ requirement to in make a deduction or withholding. If any sum payable by the Tenant to the Landlord under this ~~Lease as a VAT Adjustment); and (ii~~clause 4.14(b)(x) ~~because the VAT Adjustment payable under sub-clause (i) above is or may~~ shall otherwise be subject to tax in the hands of the Landlord, ~~such further sum (the “Additional Payment”) as will leave the Landlord in at least~~ the same ~~position~~ obligation to make an increased payment shall apply in relation to such tax as if it were a deduction or withholding required by law, as referred to above. (xi) For the ~~VAT Adjustment had~~ avoidance of doubt, the Tenant shall pay the Landlord’s proper and reasonable costs and expenses (including the Landlord’s proper and reasonable professional costs and expenses) in connection with the Landlord’s consideration of any application made under this clause 4.14(b) irrespective of whether or not the application is ultimately refused or withdrawn save where it is determined by a court of law that Landlord’s consent has been ~~subject to tax and~~ unreasonably withheld. PROVIDED HOWEVER THAT for as long as the ~~purpose of calculating~~ Tenant is Hubspot Ireland Limited the ~~Additional Payment it shall be assumed, if not otherwise the case, that the VAT Adjustment and the Additional Payment constitute the sole income~~ consent of the Landlord ~~and that~~ shall not be required for the sharing of possession of the Demised Premises by the Tenant with any Group Company subject to (a) the Tenant notifying the Landlord has no deductible expenses, losses or allowances for tax purposes for offset or reduction against such income or receipt and the Tenant shall keep the Landlord indemnified in respect of any such VAT Adjustment and Additional Payment. In respect of the ~~above,~~ identity of the ~~Landlord agrees to furnish~~ relevant Group Company not less than five working days prior to the ~~Tenant~~ relevant Group Company entering occupation and (b) the relevant Group Company shall execute a ~~calculation~~ Deed of ~~any sums due (the “Statement”) signed by the Landlord’s auditors or tax advisors and such Statement shall (save in the case~~ Renunciation of ~~manifest error) be final and binding on the parties. All amounts shall be paid in advance~~ its security of tenure rights pursuant to the Landlord ~~prior to issuing consent to any proposed alienation~~and Tenant (Amendment) Act, 1980 as amended by the Landlord and Tenant (Amendment) Act, 1994 and the Civil Law (Miscellaneous Provisions) Xxx 0000.

Appears in 1 contract

Samples: Lease Agreement (Hubspot Inc)

Alienation. Not to assign, mortgage, charge, transfer, underlet, or part with the possession or occupation of the Demised Premises or any part thereof or suffer any person to occupy the Demised Premises or any part thereof as a licensee BUT --- SO THAT NOTWITHSTANDING the foregoing the Landlord shall not unreasonably ------- --------------- withhold or delay its consent to an assignment of the entire ~~of the Demised Premises~~ or to an underletting of the entire or part of the Demised Premises to an ~~assignee/~~assignee or underlessee ~~that constitutes an institutionally acceptable covenant and that is~~ of good and sufficient financial standing (and ~~in the case of an assignment, is~~ otherwise reasonably acceptable to the ~~reasonable satisfaction~~ Landlord or to a Mortgage or Charge of the ~~Landlord) sufficient to meet its obligations as aforesaid~~ entire of the Demised Premises subject always to the following provisions or such of them as may be appropriate, that is to ~~say:~~say:- ~~(a)~~ 4.20.1 The Tenant shall prior to any such alienation as aforesaid apply to the Landlord and give all reasonable information concerning the proposed transaction and concerning the proposed assignee, under-~~lessee, licensee~~ lessee or disponee as the Landlord may ~~reasonably~~ require; ~~(b)~~ 4.20.2 The Landlord’s 's consent ~~(if given)~~ to any such alienation shall be in writing and shall be given in such manner as the Landlord shall decide ~~acting reasonably~~ and the Tenant shall pay the reasonable ~~vouched~~ costs of the Landlord ~~properly incurred~~ in connection with the furnishing of such ~~decision~~consent; ~~(c)~~ 4.20.3 In the case of an assignment to a private limited liability company which is does not ~~an institutionally acceptable covenant and~~ satisfy the minimum criteria specified in clause 1.9 of ~~good and sufficient financial standing to meet its obligations as aforesaid~~the Sixth Schedule, it shall be deemed reasonable for the Landlord to require that ~~a guarantor or guarantors~~ two directors of ~~financial~~ standing satisfactory to the Landlord ~~(acting reasonably)~~ shall join in such consent as aforesaid as ~~surety or~~ sureties for such Company in order jointly and severally to covenant with the Landlord in the manner described in the guarantee contained in the Sixth Schedule 8 (mutatis mutandis) (but the Tenant may in lieu of such directors guarantees offer a bank guarantee in a form reasonably acceptable to the Landlord from AIB Plc, Bank of Ireland or Ulster Bank Limited or such other financial institution whose long term investment rating as determined by Standard and Poors, is no less than A+ or as determined by Moodys is no less than AA3); ~~(d)~~ 4.20.4 In the case of an under-lease the same shall be either of the entire or part of the Demised Premises and, if the latter, shall be of an entire floor or floors thereof, save in respect of the ground floor where the letting may exclude that part of the ground floor utilized by the Tenant for the purposes of a reception area and in the case of other floors, the stairs, lifts, lift lobbies, and other common areas may be excluded and the maximum number of floors to be underlet shall be four floors; 4.20.5 In the case of an underlease of part of the Demised Premises, such underlease must be granted upon terms and in a manner that will not create rights to a new tenancy or any other rights or interests in the Demised Premises as provided for under the Landlord and Tenant Acts 1967 to 1994 and the Tenant shall undertake to indemnify the Landlord from and against all or any actions, proceedings, costs, damages, expenses, claims and demands which the Landlord may suffer by reason or on account of any such underlessee successfully claiming such rights pursuant to the said Acts. 4.20.6 In the case of an underlease, the Tenant agrees to use reasonable endeavours to ensure that the terms and conditions of any underlease remain confidential as between the Landlord and the Tenant and shall not be disclosed by the Tenant to any third party without the Landlord's prior written approval, except as required by Law; (e) In the case of an underlease, the same shall be of either the entire of the Demised Premises or part of the Demised Premises PROVIDED THAT (A) The Tenant may sub-let on a floor-by-floor basis subject to a maximum of four (4) sub-lettings at any one time; (B) The Tenant may sub-let part only of a floor subject to a cap of two sub-tenants per floor and at a minimum of 50% of the floor area of a particular floor the Landlord acknowledging that the remaining un-let space may be less than 50% of a particular floor and subject further to the maximum of four (4) sub-lettings of the Demised Premises referenced in clause 4.20.1(f)(A) above and PROVIDED THAT the Tenant has obtained the necessary Fire Safety Certificate and Disability Access Certificate and any other consents or approvals for the sub-division of any floor; and (C) The Tenant shall be entitled to sub-let the entire of the part of the Demised Premises comprising Nos. 4, 5 & 6 Sir Xxxx Xxxxxxxx’x Quay which sub-letting shall not be considered a sub-letting for the purposes of the restrictions set out in clauses 4.20.1(f)(A) and 4.20.1(f)(B) above. and PROVIDED FURTHER that the Tenant has obtained the necessary Fire Safety Certificate and Disability Access Certificate and any other consents or approvals for the sub-division of any floor. In the case of such underlease the same shall be made without taking a fine or premium at the then ~~full~~ current ~~open~~ market rent for the type of lease required by this clause (to be determined in the event of a dispute between the Landlord and the Tenant by an independent chartered surveyor acting as an arbitrator in accordance with the provisions of the Fourth Schedule as if such provisions were set out in full herein, mutatis mutandis save the arbitrator may be appointed by either party at any time after the Tenant's application for consent to sub-let and the arbitrators determination shall be given within twenty one days of his appointment) at the time of the granting of such under- lease and the under-lessee shall, if required by the Landlord, enter into a direct covenant with the Landlord to perform and observe all the covenants (other than that for payment of the rents hereby reserved) and conditions herein contained insofar as they relate to the portion of the Demised Premises sub-let and every such under-lease shall also be subject to the following conditions, that is to say that it shall contain:- ~~(i)~~ 4.20.6.1 in the case only of leases for 5 years or more provisions for the review of the rent thereby reserved (which the Tenant hereby covenants to operate and enforce) corresponding ~~except~~ both as to terms and dates ~~but~~ and in all other respects (mutatis mutandis) with the rent review provisions contained in this Lease save where this would necessitate a review during the first eighteen months of the sub-lease in which event the Landlord acknowledges this requirement shall not apply in relation to such rent review date as would fall within the 18 month period provided all subsequent reviews thereunder shall correspond both as to terms and dates in all other respects (mutatis mutandis) with the rent review provisions contained in this Lease; ~~(ii)~~ 4.20.6.2 a covenant by the undertenant (which the Tenant hereby covenants ~~to use reasonable endeavours~~ to enforce) prohibiting the undertenant from doing or suffering any act or thing upon or in relation to the Demised Premises inconsistent with, or in breach of, the provisions of this Lease; (iii) Any such sublease shall absolutely cease and determine if for whatever reason (including forfeiture) this Lease is terminated or expires (but the Landlord acknowledges that this shall be subject to any sub-tenant statutory rights which any sub-tenant may have entitling the sub-tenant to remain in occupation) (without prejudice to any claims the Landlord may have against the Tenant if such rights arise due to any breach of the Tenant's covenants in this Lease) and the Tenant shall procure that the sub-lessee vacates the premises underlet to it at the expiration or sooner determination of the Term; (iv) 4.20.6.3 a condition for re-entry on breach of any covenant by the undertenant; ~~(v)~~ 4.20.6.4 the same restrictions as to alienation, assignment, underletting, parting with or sharing the possession or occupation of the premises ~~underlet; and~~ underlet (~~vi) a confirmation of renunciation of statutory renewal rights~~unless the Tenant shall require more restrictive conditions); ~~(f)~~ 4.20.7 To enforce at the Tenant’s 's own expense the performance and observance by every such undertenant of the covenants, provisions and conditions of the under-lease and not, at any time, either expressly or by implication, to waive any breach of the same; ~~(g)~~ 4.20.8 Not to agree any reviewed rent with the undertenant or any rent payable on any renewal thereof without the prior written consent of the Landlord (such consent not to be unreasonably withheld or delayed but provided always that nothing herein shall prevent the Tenant from complying with any independent determination process provided for in the rent review clauses of the sub-lease; (h) Not to produce evidence of, refer to or seek to rely upon during any rent review pursuant to Schedule 4 the terms, conditions and/or existence of any under-letting(s) of part or all of the Demised Premises created by the Tenant including but not limited to the rent payable under any such under-letting(swithheld); ~~(i)~~ 4.20.9 Not to vary the terms of any permitted ~~under-lease~~ underlease without the prior written consent of the ~~Landlord~~ Landlord, such consent not to be unreasonably withheld or delayed. (j) For the avoidance of doubt, in the case of an assignment, underletting, parting with possession or occupation of the Demised Premises or any part thereof or sufferance of any person to occupy the Demised Premises or any part thereof as a licensee or concessionaire (an “Alienation”), it shall be reasonable for the Landlord to withhold consent to any such Alienation of the Demised Premises or part thereof where the Alienation would, in the reasonable opinion of the Landlord, have the effect or give rise to a termination of the Landlord’s Option to Tax. PROVIDED ALWAYS THAT it shall not be reasonable for the Landlord to withhold such consent in circumstances where prior to any such proposed Alienation the Tenant pays or procures the payment to the Landlord of: (i) an amount equal to the amount of any VAT clawback or VAT payment obligations suffered by the Landlord as a result of such Alienation (hereinafter referred to in this Lease as a VAT Adjustment); and (ii) because the VAT Adjustment payable under sub-clause (i) above is or may be subject to tax in the hands of the Landlord, such further sum (the “Additional Payment”) as will leave the Landlord in at least the same position as if the VAT Adjustment had not been subject to tax and for the purpose of calculating the Additional Payment it shall be assumed, if not otherwise the case, that the VAT Adjustment and the Additional Payment constitute the sole income of the Landlord and that the Landlord has no deductible expenses, losses or allowances for tax purposes for offset or reduction against such income or receipt and the Tenant shall keep the Landlord indemnified in respect of any such VAT Adjustment and Additional Payment. In respect of the above, the Landlord agrees to furnish to the Tenant a calculation of any sums due (the “Statement”) signed by the Landlord’s auditors or tax advisors and such Statement shall (save in the case of manifest error) be final and binding on the parties. All amounts shall be paid in advance to the Landlord prior to issuing consent to any proposed alienation.withheld;

Appears in 1 contract

Samples: Lease Agreement (Visio Corp)

Alienation. 5.26.1 Not to ~~assign, transfer, underlet,~~ assign or part with the possession or occupation of the Demised Premises or any part thereof or suffer any person to occupy the Demised Premises or any part thereof as a licensee BUT SO THAT NOTWITHSTANDING the foregoing the Landlord shall not unreasonably withhold or delay its consent to an assignment of the entire of the Demised Premises or an underletting of the entire or part of the Demised Premises to an assignee/underlessee that constitutes an institutionally acceptable covenant and that is of good and sufficient financial standing (and in the case of an assignment, is otherwise to the reasonable satisfaction of the Landlord) sufficient to meet its obligations as aforesaid subject always to the following provisions or such of them as may be appropriate, that is to say: (a) The Tenant shall prior to any such alienation as aforesaid apply to the Landlord and give all reasonable information concerning the proposed transaction and concerning the proposed assignee, under-lessee, licensee or disponee as the Landlord may reasonably require; (b) The Landlord’s consent (if given) to any such alienation shall be in writing and shall be given in such manner as the Landlord shall decide acting reasonably and the Tenant shall pay the reasonable vouched costs of the Landlord properly incurred in connection with the furnishing of such decision; (c) In the case of an assignment to a limited liability company which is not an institutionally acceptable covenant and of good and sufficient financial standing to meet its obligations as aforesaid, it shall be deemed reasonable for the Landlord to require that a guarantor or guarantors of financial standing satisfactory to the Landlord (acting reasonably) shall join in such consent as aforesaid as surety or sureties for such Company in order jointly and severally to covenant with the Landlord in the manner described in the guarantee contained in the Schedule 8 (mutatis mutandis); (d) In the case of an underlease, the Tenant agrees to use reasonable endeavours to ensure that the terms and conditions of any underlease remain confidential as between the Landlord and the Tenant and shall not be disclosed by the Tenant to any third party without the Landlord's prior written approval, except as required by Law; (e) In the case of an underlease, the same shall be of either the entire of the Demised Premises or part of the Demised Premises PROVIDED THAT (A) The Tenant may sub-let on (save only the Restaurant Space in terms of Sub-Clause 5.26.3) or grant a ~~floor-by-floor basis subject to a maximum~~ standard security over or otherwise in any way or for any purpose dispose of ~~four (4) sub-lettings at any one time; (B) The Tenant may sub-let~~ or deal with the Tenant's interest in part only of the Property. 5.26.2 Not to assign or grant a ~~floor subject to a cap~~ standard security over or otherwise in any way or for any purpose dispose of two sub-tenants per floor and at a minimum of 50% of the floor area of a particular floor the Landlord acknowledging that the remaining un-let space may be less than 50% of a particular floor and subject further to the maximum of four (4) sub-lettings of the Demised Premises referenced in clause 4.20.1(f)(A) above and PROVIDED THAT the Tenant has obtained the necessary Fire Safety Certificate and Disability Access Certificate and any other consents or approvals for the sub-division of any floor; and (C) The Tenant shall be entitled to sub-let the entire of the part of the Demised Premises comprising Nos. 4, 5 & 6 Sir Xxxx Xxxxxxxx’x Quay which sub-letting shall not be considered a sub-letting for the purposes of the restrictions set out in clauses 4.20.1(f)(A) and 4.20.1(f)(B) above. and PROVIDED FURTHER that the Tenant has obtained the necessary Fire Safety Certificate and Disability Access Certificate and any other consents or approvals for the sub-division of any floor. In the case of such underlease the same shall be made without taking a fine or premium at the then full current open market rent and the under-lessee shall, if required by the Landlord, enter into a direct covenant deal with the Landlord to perform and observe all the covenants (other than that for payment of the rents hereby reserved) and conditions herein contained and every such under-lease shall also be subject to the following conditions, that is to say that it shall contain:- (i) provisions for the review of the rent thereby reserved (which the Tenant hereby covenants to operate and enforce) corresponding except as to terms and dates but in all other respects (mutatis mutandis) with the rent review provisions contained in this Lease; (ii) a covenant by the undertenant (which the Tenant hereby covenants to use reasonable endeavours to enforce) prohibiting the undertenant from doing or suffering any act or thing upon or in relation to the Demised Premises in breach of, the provisions of this Lease; (iii) Any such sublease shall absolutely cease and determine if for whatever reason (including forfeiture) this Lease is terminated or expires (but the Landlord acknowledges that this shall be subject to any sub-tenant statutory rights which any sub-tenant may have entitling the sub-tenant to remain in occupation) (without prejudice to any claims the Landlord may have against the Tenant if such rights arise due to any breach of the Tenant's ~~covenants~~ interest in ~~this Lease) and~~ the ~~Tenant shall procure that the sub-lessee vacates the premises underlet to it at the expiration or sooner determination~~ whole of the Term; (iv) a condition for re-entry on breach of any covenant by the undertenant; (v) the same restrictions as to alienation, assignment, underletting, parting with or sharing the possession or occupation of the premises underlet; and (vi) a confirmation of renunciation of statutory renewal rights; (f) To enforce at the Tenant’s own expense the performance and observance by every such undertenant of the covenants, provisions and conditions of the under-lease and not, at any time, either expressly or by implication, to waive any breach of the same; (g) Not to agree any reviewed rent with the undertenant or any rent payable on any renewal thereof Property without the prior written consent of the Landlord ~~such~~ which consent shall not be un- reasonably withheld in the cases of (1) an assignation to ~~be unreasonably withheld or delayed but provided always that nothing herein shall prevent~~ a responsible and respectable prospective assignee of sound financial standing and demonstrably capable of fulfilling the obligations incumbent upon the Tenant ~~from complying with any independent determination process provided for~~ under this Lease or (2) the granting of a standard security to a bona fide creditor of sound financial standing and demonstrably capable of fulfilling the obligations incumbent upon the Tenant under this Lease. For the avoidance of doubt, the Tenant shall be entitled to grant floating charges over their interest in this Lease without the ~~rent review clauses~~ consent of the Landlord. 5.26.3 Not to sub-~~lease; (h) Not to produce evidence of, refer to or seek to rely upon during any rent review pursuant to Schedule 4~~ let the ~~terms, conditions and/or existence of any under-letting(s) of part or all~~ whole of the ~~Demised Premises created by~~ Property or the ~~Tenant including but not limited to the rent payable under any such under-letting(s); (i) Not to vary the terms of any permitted under-lease~~ Restaurant Space without the prior written consent of the Landlord, which consent shall not be unreasonably withheld in the case of a sub-letting of the whole of the Property or the Restaurant Space to a respectable and responsible sub-tenant, at a rent in the case of a sub-letting of the whole of the Property which at the date when occupation shall commence is not less than the full market rental value of the Property as a whole (ignoring any abatement of rent which may then be applying in terms of this Lease)and without payment of any fine or premium the Tenant shall ensure that in any permitted sub-lease there shall be provisions, which the Tenant undertakes to the Landlord to operate and enforce, that:- 5.26.3.1 the rent payable under such sub-lease shall be payable no less frequently than one quarter in advance and shall be subject to review in an upward direction only at such times and either substantially the same as the provisions for rent reviews provided for under this Lease or are otherwise approved by the Landlord, such approval not to be unreasonably withheld ~~or delayed. (j) For the avoidance of doubt,~~ and deemed granted in the case of ~~an assignment~~any rent reviews to open market rent; 5.26.3.2 the sub-lease shall contain obligations on the sub-tenant mutatis mutandis the same as the obligations on the part of the Tenant contained in this Lease (save for payment of rent); and 5.26.3.3 the sub-tenant thereunder shall be prohibited from assigning or charging its interest under such sub-lease without the consent of the Landlord (which consent shall not be unreasonably withheld) and from granting any further sub-lease. 5.26.4 The Tenant shall:- 5.26.4.1 not vary the terms of any sub-lease without the Landlord's written approval, ~~underletting~~such approval not to be unreasonably withheld; 5.26.4.2 not permit any reduction or commutation of the rent payable under any sub-lease; 5.26.4.3 not agree the amount of the reviewed rent under the sub-lease without the Landlord's written approval, ~~parting~~ such approval not to be unreasonably withheld; 5.26.4.4 ensure that the Landlord's representations as to the rent which ought to be payable are made to the person appointed to determine the rent under such sub-lease to the reasonable satisfaction of the Landlord; and 5.26.4.5 ensure that the rent payable under any permitted sub-lease is reviewed in accordance with its terms. 5.26.5 Not to part with or share possession or occupation of the ~~Demised Premises~~ Property or any part thereof ~~or sufferance~~ save in accordance with the provisions of ~~any person to occupy~~ Sub-Clause 5.26.6. 5.26.6 The Tenant may (i) permit the ~~Demised Premises~~ occupation of the whole of the Property or any part thereof by any company which is the holding company of the Tenant or a subsidiary of the Tenant or of such holding company (as the terms "subsidiary" and "holding company" are defined in S.736 of the Companies Act 1985) (each such company being referred to as a ~~licensee or concessionaire (an~~ “~~Alienation~~Group Company”~~), it shall be reasonable for the Landlord to withhold consent to any~~ ) provided that:- 5.26.6.1 such Alienation of the Demised Premises or part thereof where the Alienation would, in the reasonable opinion of the Landlord, have the effect or give rise to a termination of the Landlord’s Option to Tax. PROVIDED ALWAYS THAT it company shall not be ~~reasonable for~~ granted any legal interest in nor acquire any rights of security of tenure in the ~~Landlord to withhold such consent in circumstances where prior to~~ Property or any ~~such proposed Alienation~~ part thereof enforceable against the Tenant pays or procures the payment to the Landlord of: (i) an amount equal to the amount of any VAT clawback or VAT payment obligations suffered by the Landlord as a result of such Alienation (hereinafter referred to in this Lease as a VAT Adjustment)Landlord; and ~~(ii) because the VAT Adjustment payable under sub-clause (i) above is or may be subject to tax~~ 5.26.6.2 such occupation shall cease forthwith in the ~~hands~~ event of ~~the Landlord,~~ such ~~further sum (the “Additional Payment”) as will leave the Landlord in at least the same position as if the VAT Adjustment had not been subject~~ company ceasing to ~~tax and for the purpose of calculating the Additional Payment it shall~~ be assumed, if not otherwise the case, that the VAT Adjustment and the Additional Payment constitute the sole income of the Landlord and that the Landlord has no deductible expenses, losses or allowances for tax purposes for offset or reduction against such income or receipt and the Tenant shall keep the Landlord indemnified in respect of any such VAT Adjustment and Additional Payment. In respect of the above, the Landlord agrees to furnish so related to the Tenant a calculation of any sums due (the “Statement”) signed by the Landlord’s auditors or tax advisors and such Statement shall (save in the case of manifest error) be final and binding on the parties. All amounts shall be paid in advance to the Landlord prior to issuing consent to any proposed alienation.and

Appears in 1 contract

Samples: Lease Agreement

Alienation. Not to assign, transfer, mortgage, charge, underlet, or part with the possession or occupation of the Demised Premises or any part thereof or suffer any person to occupy the Demised Premises or any part thereof as a licensee BUT SO THAT NOTWITHSTANDING the foregoing the Landlord shall not unreasonably withhold ~~or delay~~ its consent to an assignment of the entire ~~of the Demised Premises~~ or to an underletting of the entire ~~or part~~ of the Demised Premises to an ~~assignee/~~assignee or underlessee ~~that constitutes an institutionally acceptable covenant and that is~~ of good and sufficient financial standing (and ~~in the case of an assignment, is~~ otherwise reasonably acceptable to the ~~reasonable satisfaction of the Landlord) sufficient to meet its obligations as aforesaid~~ Landlord subject always to the following provisions or such of them as may be appropriate, that is to ~~say:~~say:- ~~(a)~~ 5.20.1 The Tenant shall prior to any such alienation as aforesaid apply to the Landlord and give all reasonable information concerning the proposed transaction and concerning the proposed assignee, under-~~lessee, licensee~~ lessee or disponee as the Landlord may ~~reasonably~~ require, including without prejudice to the generality of the foregoing, in a case where the proposed assignee, under lessee or disponsee is a limited liability company audited accounts showing net profits of at least three times the rent payable for the three years immediately prior to the year in which the application for consent is made; ~~(b)~~ 5.20.2 The Landlord’s 's consent ~~(if given)~~ to any such alienation shall be in writing and shall be given in such manner as the Landlord shall decide ~~acting reasonably~~ and the Tenant shall pay the reasonable ~~vouched~~ costs of the Landlord ~~properly incurred~~ in connection with the furnishing of such ~~decision~~consent; ~~(c)~~ 5.20.3 In the case of an assignment to a limited liability ~~company which is not an institutionally acceptable covenant and of good and sufficient financial standing to meet its obligations as aforesaid~~company, it shall be deemed reasonable for the Landlord to require that ~~a guarantor or guarantors~~ two sureties of ~~financial~~ standing satisfactory to the Landlord ~~(acting reasonably)~~ shall join in such consent as aforesaid as ~~surety or~~ sureties for such ~~Company~~ company in order jointly and severally to covenant with the Landlord in the manner described in and in accordance with such provisions as the ~~guarantee contained in the Schedule 8 (mutatis mutandis)~~Landlord may deem fit; ~~(d)~~ 5.20.4 In the case of an underlease, the Tenant agrees to use reasonable endeavours to ensure that the terms and conditions of any underlease remain confidential as between the Landlord and the Tenant and shall not be disclosed by the Tenant to any third party without the Landlord's prior written approval, except as required by Law; (e) In the case of an underlease, under-lease the same shall be of ~~either~~ the entire of the Demised Premises or part of the Demised Premises PROVIDED THAT (A) The Tenant may sub-let on a floor-by-floor basis subject to a maximum of four (4) sub-lettings at any one time; (B) The Tenant may sub-let part only of a floor subject to a cap of two sub-tenants per floor and at a minimum of 50% of the floor area of a particular floor the Landlord acknowledging that the remaining un-let space may be less than 50% of a particular floor and subject further to the maximum of four (4) sub-lettings of the Demised Premises referenced in clause 4.20.1(f)(A) above and PROVIDED THAT the Tenant has obtained the necessary Fire Safety Certificate and Disability Access Certificate and any other consents or approvals for the sub-division of any floor; and (C) The Tenant shall be entitled to sub-let the entire of the part of the Demised Premises comprising Nos. 4, 5 & 6 Sir Xxxx Xxxxxxxx’x Quay which sub-letting shall not be considered a sub-letting for the purposes of the restrictions set out in clauses 4.20.1(f)(A) and 4.20.1(f)(B) above. and PROVIDED FURTHER that the Tenant has obtained the necessary Fire Safety Certificate and Disability Access Certificate and any other consents or approvals for the sub-division of any floor. In the case of such underlease the same shall be made without taking a fine or premium at the then full ~~current~~ open market rent and the under-lessee shall, if required by the Landlord, enter into a direct covenant with the Landlord to perform and observe all the covenants (other than that for payment of the rents hereby reserved) and conditions herein contained and every such under-lease shall also be subject to the following conditions, that is to say that it shall contain:- ~~(i)~~ 5.20.4.1 provisions for the review of the rent thereby reserved (which the Tenant hereby covenants to operate and enforce) at the open market rent corresponding ~~except~~ both as to terms and dates ~~but~~ and in all other respects (mutatis mutandis) with the rent review provisions contained in this Lease; ~~(ii)~~ 5.20.4.2 a covenant by the undertenant (which the Tenant hereby covenants ~~to use reasonable endeavours~~ to enforce) prohibiting the undertenant from doing or suffering any act or thing upon or in relation to the Demised Premises inconsistent with, or in breach of, the provisions of this Lease; (iii) Any such sublease shall absolutely cease and determine if for whatever reason (including forfeiture) this Lease is terminated or expires (but the Landlord acknowledges that this shall be subject to any sub-tenant statutory rights which any sub-tenant may have entitling the sub-tenant to remain in occupation) (without prejudice to any claims the Landlord may have against the Tenant if such rights arise due to any breach of the Tenant's covenants in this Lease) and the Tenant shall procure that the sub-lessee vacates the premises underlet to it at the expiration or sooner determination of the Term; (iv) 5.20.4.3 a condition for re-entry on breach of any covenant by the undertenant; ~~(v)~~ 5.20.4.4 the same restrictions as to alienation, assignment, underletting, parting with or sharing the possession or occupation of the premises underlet~~; and~~; 5.20.4.5 Any sub-lease must be granted in such a manner as will not give rise to rights to a renewal of a tenancy or other rights or interests in the Demised Premises or any part thereof as provided for under Part II of the Landlord and Tenant (viAmendment) Axx 0000 and any under-lessee shall be required to provide a ~~confirmation~~ deed of renunciation of ~~statutory renewal rights;~~such rights on entering into the under lease. ~~(f)~~ 5.20.5 To enforce at the Tenant’s 's own expense the performance and observance by every such undertenant of the covenants, provisions and conditions of the under-lease and not, at any time, either expressly or by implication, to waive any breach of the same; ~~(g)~~ 5.20.6 Not to agree any reviewed rent with the ~~undertenant~~ undertennant or any rent payable on any renewal thereof which is less than the open market rent without the prior written consent of the Landlord (such consent not to be unreasonably ~~withheld or delayed but provided always that nothing herein shall prevent~~ withheld) and to notify the ~~Tenant from complying with any independent determination process provided for in~~ Landlord of the reviewed rent agreed within 14 days of every rent review ~~clauses of the sub-lease~~referred to in this Clause 5.20.6; (h) Not to produce evidence of, refer to or seek to rely upon during any rent review pursuant to Schedule 4 the terms, conditions and/or existence of any under-letting(s) of part or all of the Demised Premises created by the Tenant including but not limited to the rent payable under any such under-letting(s); (i) 5.20.7 Not to vary the terms of any permitted under-lease without the prior written consent of the ~~Landlord~~ Landlord, such consent not to be unreasonably withheld or delayed. 5.20.8 Notwithstanding anything contained in this Lease the Tenant shall be entitled (jwithout requiring the consent of the Landlord) ~~For~~ to share or sub-let the ~~avoidance of doubt, in the case of an assignment, underletting, parting with possession~~ entire or ~~occupation~~ part of the Demised Premises or with any ~~part thereof or sufferance of any person~~ Group Company subject to ~~occupy~~ the Demised Premises or any part thereof as a licensee or concessionaire (an “Alienation”), it shall be reasonable for the Landlord to withhold consent to any such Alienation of the Demised Premises or part thereof where the Alienation would, in the reasonable opinion of the Landlord, have the effect or give rise to a termination of the Landlord’s Option to Taxfollowing: 5.20.8.1. ~~PROVIDED ALWAYS THAT it shall not be reasonable for the Landlord to withhold such consent in circumstances where~~ prior ~~to any such proposed Alienation the Tenant pays or procures the payment~~ written notification being provided to the Landlord ~~of: (i) an amount equal to the amount of any VAT clawback or VAT payment obligations suffered~~ by the Landlord as a result of such Alienation (hereinafter referred to in this Lease as a VAT Adjustment); and (ii) because the VAT Adjustment payable under sub-clause (i) above is or may be subject to tax in the hands of the Landlord, such further sum (the “Additional Payment”) as will leave the Landlord in Tenant at least the same position as if the VAT Adjustment had not been subject to tax and for the purpose of calculating the Additional Payment it shall be assumed, if not otherwise the case, that the VAT Adjustment and the Additional Payment constitute the sole income of the Landlord and that the Landlord has no deductible expenses, losses or allowances for tax purposes for offset or reduction against such income or receipt and the Tenant shall keep the Landlord indemnified in respect of any such VAT Adjustment and Additional Payment. In respect of the above, the Landlord agrees to furnish to the Tenant a calculation of any sums due (the “Statement”) signed by the Landlord’s auditors or tax advisors and such Statement shall (save in the case of manifest error) be final and binding on the parties. All amounts shall be paid in advance to the Landlord 14 days prior to ~~issuing consent to~~ occupation by any ~~proposed alienation.~~Group Company;

Appears in 1 contract

Samples: Lease Agreement (Flamel Technologies Sa)

Alienation. 5.22.1 Not to assign, ~~transfer,~~ underlet, sub-let or part with the possession ~~or occupation~~ of the Demised Premises or any part thereof or suffer any person to occupy the Demised Premises or any part thereof as a licensee BUT SO THAT NOTWITHSTANDING the foregoing the Landlord shall not unreasonably withhold or delay its consent to an assignment of the entire of the Demised Premises or an underletting of the entire whole or part of the Demised Premises ~~to an assignee/underlessee~~ without the previous written consent of the Landlord, which shall not be unreasonably withheld or delayed, provided that ~~constitutes an institutionally acceptable covenant and that is of good and sufficient financial standing (and~~ in the case of ~~an assignment~~assignment to a limited liability company, and where the Landlord is ~~otherwise to the reasonable satisfaction~~ reasonably of the opinion that the said Company is not of sufficient financial substance to pay the rent reserved by this Lease and perform and comply with the covenants and conditions in this Lease, the Landlord shall be entitled to require an acceptable guarantor to enter into a direct covenant with it to perform and observe the covenants and conditions of this Lease and within fourteen days of every such assignment or underletting or parting with possession to furnish the Landlord with a true copy of the appropriate deed and to pay the Landlord~~) sufficient~~ 's Solicitors their reasonable costs in connection with the consent and the approval of such deed and PROVIDED FURTHER that the Tenant shall not be entitled to ~~meet its obligations as aforesaid subject always to~~ make more than four sublettings of the ~~following provisions or such of them as may be appropriate, that is to say:~~Demised Premises at any one time. ~~(a)~~ 5.22.2 The Tenant shall prior to any such ~~alienation as aforesaid~~ assignment apply to the Landlord and give all reasonable information concerning the proposed transaction and concerning the proposed ~~assignee, under-lessee, licensee~~ assignee or ~~disponee~~ under Tenant as the Landlord may ~~reasonably~~ require;. ~~(b)~~ 5.22.3 To pay all reasonable legal costs and surveyors fees incurred by the Landlord attendant upon or incidental to every application made by the Tenant for a consent, approval or licence hereinbefore required or made necessary if granted or proffered subject to any lawful qualifications or conditions or whether the application be withdrawn. 5.22.4 The Landlord’s 's consent ~~(if given)~~ to any such ~~alienation shall be in writing and~~ assignment shall be given in ~~such manner as the Landlord shall decide acting reasonably~~ writing and the Tenant shall pay the reasonable ~~vouched~~ costs ~~of the Landlord properly incurred~~ in connection with ~~the furnishing of~~ such ~~decision;~~consent. ~~(c)~~ 5.22.5 In the case of an assignment to a limited liability company which is not an institutionally acceptable covenant and of good and sufficient financial standing to meet its obligations as aforesaid, it shall be deemed reasonable for the Landlord to require that a guarantor or guarantors of financial standing satisfactory to the Landlord (acting reasonably) shall join in such consent as aforesaid as surety or sureties for such Company in order jointly and severally to covenant with the Landlord in the manner described in the guarantee contained in the Schedule 8 (mutatis mutandis); (d) In the case of an underlease, the Tenant agrees to use reasonable endeavours to ensure that the terms and conditions of any underlease remain confidential as between the Landlord and the Tenant and shall not be disclosed by the Tenant to any third party without the Landlord's prior written approval, except as required by Law; (e) In the case of an underlease, the under lease same shall be ~~of either~~ at the ~~entire of the Demised Premises or part of the Demised Premises PROVIDED THAT (A) The Tenant may sub-let on a floor-by-floor basis subject to a maximum of four (4) sub-lettings at~~ then current market rent without any ~~one time; (B) The Tenant may sub-let part only of a floor subject to a cap of two sub-tenants per floor~~ deduction whatsoever and at a minimum of 50% of the floor area of a particular floor the Landlord acknowledging that the remaining un-let space may be less than 50% of a particular floor and subject further to the maximum of four (4) sub-lettings of the Demised Premises referenced in clause 4.20.1(f)(A) above and PROVIDED THAT the Tenant has obtained the necessary Fire Safety Certificate and Disability Access Certificate and any other consents or approvals for the sub-division of any floor; and (C) The Tenant shall be entitled to sub-let the entire of the part of the Demised Premises comprising Nos. 4, 5 & 6 Sir Xxxx Xxxxxxxx’x Quay which sub-letting shall not be considered a sub-letting for the purposes of the restrictions set out in clauses 4.20.1(f)(A) and 4.20.1(f)(B) above. and PROVIDED FURTHER that the Tenant has obtained the necessary Fire Safety Certificate and Disability Access Certificate and any other consents or approvals for the sub-division of any floor. In the case of such underlease the same shall be made without ~~taking~~ a fine or premium ~~at the then full current open market rent~~ and the ~~under-lessee shall,~~ undertenant shall if required by the ~~Landlord,~~ Landlord enter into a direct covenant with the Landlord to perform and observe all the covenants (other than that for payment of the ~~rents~~ rent hereby reserved) and conditions herein contained and every such ~~under-lease~~ underlease shall also be subject to the following ~~conditions,~~ conditions that is to ~~say that~~ say, it shall contain:- ~~(i) provisions for~~ 5.22.6 an unqualified covenant on the ~~review~~ part of the ~~rent~~ undertenant not to underlease or part with or share the possession of the whole or the part of the Demised Premises thereby ~~reserved~~ demised. 5.22.7 a covenant on the part of the undertenant not to assign the Demised Premises thereby demised without obtaining the previous consent in writing of the Superior Landlords under the Landlord's lease (~~which~~ if any) and of the ~~Tenant hereby~~ Landlord. 5.22.8 covenants and conditions in such similar terms as circumstances admit to ~~operate and enforce) corresponding except as to terms and dates but in all other respects (mutatis mutandis) with the rent review provisions~~ those contained in this ~~Lease; (ii) a covenant~~ Lease save such alterations as may be appropriate in the case of any sub-lease not exceeding four years and ninE months which may be permitted by the undertenant (which the Tenant hereby covenants to use reasonable endeavours to enforce) prohibiting the undertenant from doing or suffering any act or thing upon or in relation to the Demised Premises in breach of, Landlord under the provisions of this Lease; (iii) Any such sublease shall absolutely cease and determine if for whatever reason (including forfeiture) this Lease is terminated or expires (but the Landlord acknowledges that this shall be subject to any sub-tenant statutory rights which any sub-tenant may have entitling the sub-tenant to remain in occupation) (without prejudice to any claims the Landlord may have against the Tenant if such rights arise due to any breach of the Tenant's covenants in this Lease) and the Tenant shall procure that the sub-lessee vacates the premises underlet to it at the expiration or sooner determination of the Term; (iv) a condition for re-entry on breach of any covenant by the undertenant; (v) the same restrictions as to alienation, assignment, underletting, parting with or sharing the possession or occupation of the premises underlet; and (vi) a confirmation of renunciation of statutory renewal rights; (f) To enforce at the Tenant’s own expense the performance and observance by every such undertenant of the covenants, provisions and conditions of the under-lease and not, at any time, either expressly or by implication, to waive any breach of the same; (g) Not to agree any reviewed rent with the undertenant or any rent payable on any renewal thereof without the prior written consent of the Landlord such consent not to be unreasonably withheld or delayed but provided always that nothing herein shall prevent the Tenant from complying with any independent determination process provided for in the rent review clauses of the sub-lease; (h) Not to produce evidence of, refer to or seek to rely upon during any rent review pursuant to Schedule 4 the terms, conditions and/or existence of any under-letting(s) of part or all of the Demised Premises created by the Tenant including but not limited to the rent payable under any such under-letting(s); (i) Not to vary the terms of any permitted under-lease without the prior written consent of the Landlord not to be unreasonably withheld or delayed. (j) For the avoidance of doubt, in the case of an assignment, underletting, parting with possession or occupation of the Demised Premises or any part thereof or sufferance of any person to occupy the Demised Premises or any part thereof as a licensee or concessionaire (an “Alienation”), it shall be reasonable for the Landlord to withhold consent to any such Alienation of the Demised Premises or part thereof where the Alienation would, in the reasonable opinion of the Landlord, have the effect or give rise to a termination of the Landlord’s Option to Tax. PROVIDED ALWAYS THAT it shall not be reasonable for the Landlord to withhold such consent in circumstances where prior to any such proposed Alienation the Tenant pays or procures the payment to the Landlord of: (i) an amount equal to the amount of any VAT clawback or VAT payment obligations suffered by the Landlord as a result of such Alienation (hereinafter referred to in this Lease as a VAT Adjustment); and (ii) because the VAT Adjustment payable under sub-clause (i) above is or may be subject to tax in the hands of the Landlord, such further sum (the “Additional Payment”) as will leave the Landlord in at least the same position as if the VAT Adjustment had not been subject to tax and for the purpose of calculating the Additional Payment it shall be assumed, if not otherwise the case, that the VAT Adjustment and the Additional Payment constitute the sole income of the Landlord and that the Landlord has no deductible expenses, losses or allowances for tax purposes for offset or reduction against such income or receipt and the Tenant shall keep the Landlord indemnified in respect of any such VAT Adjustment and Additional Payment. In respect of the above, the Landlord agrees to furnish to the Tenant a calculation of any sums due (the “Statement”) signed by the Landlord’s auditors or tax advisors and such Statement shall (save in the case of manifest error) be final and binding on the parties. All amounts shall be paid in advance to the Landlord prior to issuing consent to any proposed alienation.

Appears in 1 contract

Samples: 25 Year Lease (Worldport Communications Inc)

Common use of Alienation Clause in Contracts