Assignment and Subleases. (a) The Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of the Tenant, or used or occupied or permitted to be used or occupied, by anyone other than the Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by the Tenant or any person acting on behalf of the Tenant, without, in each case, the prior written consent of the Landlord, which consent shall not be unreasonably withheld and, in the event that the Landlord consents to any subletting, no subtenant in any event shall be permitted to further assign, sublet or otherwise transfer its interest under this Lease, except in accordance with this section in any manner described in this paragraph (a). Subject to the provisions of paragraph (b) hereof, the provisions of this paragraph (a) shall apply, without limitation, to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests in the Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in the Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in the Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Section. Landlord acknowledges that Tenant's affiliate, Lifef/x Networks, Inc. may occupy the Premises with Tenant. Further, notwithstanding anything else to the contrary herein, assignments by operation of law or otherwise by reason of "mergers and acquisitions" shall not require the consent of Landlord provided that the net worth of the Assignee or resulting entity will be not less than the greater of (i) Tenant's net worth as of the Commencement Date or (ii) Tenant's net worth as of the last day of the third calendar month next prior to the date of such Merger or Acquisition. As used herein, the term "mergers and acquisition" shall include (i) a statutory merger (ii) a statutory consolidation, (iii) a transfer of all or substantially all assets to another entity, or (iv) a so-called reorganization within the meaning of Section 368 of the Internal Revenue Code as amended.
Appears in 1 contract
Samples: Sublease (Lifef X Inc)
Assignment and Subleases. (a) The Except as hereafter ------------ ------------------------ expressly provided in this Section 8.01 or in Section 15.02, Tenant covenants and agrees that neither shall not assign, sell or transfer this Lease nor or title to the term and estate hereby granted, nor Improvements or any interest herein therein or therein, will be assigned, mortgaged, pledged, encumbered sublease or otherwise transferred, whether voluntarily, involuntarily, by operation of law lease all or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of the Tenant, or used or occupied or permitted to be used or occupied, by anyone other than the Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, Leased Premises and/or Improvements without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by the Tenant or any person acting on behalf of the Tenant, without, in each case, the prior written consent of the Landlord, which consent shall may not be unreasonably withheld andwithheld, in conditioned or delayed so long as Tenant remains fully liable for the event that obligations under the Landlord consents terms of the Lease. Notwithstanding the foregoing, Tenant shall have the right to any subletting, no subtenant in any event shall be permitted to further assign, sublet sell or otherwise transfer its interest under this Lease, except in accordance with this section in any manner described in this paragraph (a). Subject Lease or title to the provisions Improvements or any interest therein to: (i) any entity whose share of paragraph (b) hereof, the provisions of this paragraph (a) shall apply, without limitation, to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests in the Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in the Tenant at any time are or become publicly traded on a public national stock exchange, the or (ii) any entity having a net worth of not less than One Hundred Million Dollars ($100,000,000). In no event shall Tenant assign or transfer of equity interests in the Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Section. Landlord acknowledges that Tenant's affiliate, Lifef/x Networks, Inc. may occupy the Premises with Tenant. Further, notwithstanding anything else Lease or title to the contrary hereinImprovements to any person or entity that does not hold a riverboat owner's license for Switzerland County, assignments Indiana. Any assignment or transfer by operation of law (voluntary or otherwise by reason involuntary), merger, conversion or reorganization, any assignment or transfer to a receiver or trustee in any federal or state bankruptcy, insolvency or other proceeding shall constitute an assignment or transfer for purposes of "mergers and acquisitions" this Lease. Any change in control of Tenant or of any entity controlling shall not require constitute an assignment or transfer for purposes of this Lease. For purposes of this Section 8.01, "control" means the consent power to direct the management and policies of Landlord provided that Tenant, directly or indirectly, whether through the net worth ownership or control of fifty percent (50%) or more of the Assignee shares or resulting entity will be not less than other equity or beneficial interest or power to vote the greater of (i) Tenant's net worth as of the Commencement Date or (ii) Tenant's net worth as of the last day of the third calendar month next prior to the date of such Merger or Acquisition. As used herein, the term "mergers and acquisition" shall include (i) a statutory merger (ii) a statutory consolidation, (iii) a transfer of all or substantially all assets to another entitysame, or (iv) a so-called reorganization within by the meaning of Section 368 of the Internal Revenue Code as amended.partnership or trust agreement or other instrument or contract or otherwise; and
Appears in 1 contract
Samples: Assignment of Option Agreement (Hollywood Park Operating Co)
Assignment and Subleases. (a) The Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of the Tenant, or used or occupied or permitted to be used or occupied, by anyone other than the Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by the Tenant or any person acting on behalf of the TenantTenant (each of the foregoing, a “Transfer”), without, in each case, the prior written consent of the Landlord, which consent shall not be unreasonably withheld andwithheld, in delayed or conditioned. Landlord represents and warrants that no Master Landlord consent or approval is required with respect to any such Transfer. In the event that the Landlord consents to any subletting, no subtenant in any event shall be permitted to further assign, sublet or otherwise transfer its interest under this Lease, except in accordance with this section in any manner described in this paragraph (a). Subject to the provisions of paragraph (b) hereof, the provisions of this paragraph (a) shall apply, without limitation, to a transfer (by one or more transferstransfers at once or over a period of time) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests in of the Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in the Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in the Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Section. Any costs incurred by Landlord acknowledges associated with the Landlord’s approval of any sublease or assignment shall be wholly paid for by the Tenant. Notwithstanding the provisions hereof, but subject to paragraph (b) below, in the event that Tenant desires to vacate all or substantially all of Building N2 and Building N3 and proposes a Sublease or assignment for the said space Landlord shall have the option (but not the obligation) to terminate the Lease with respect to the space at issue in the applicable that Building effective upon the date of such proposed Sublease or assignment and continuing for the Term by giving Tenant notice of such termination within 15 business days after Landlord’s receipt of Tenant’s request.
(b) The provisions of paragraph (a) shall not apply to (and a Landlord consent shall not be required in connection with) either (x) transactions with an entity into or with which the Tenant is merged, acquired, consolidated or reorganized, or in connection with which all or substantially all of the Tenant’s assets are transferred, by sale of stock or assets or (y) transactions with any entity which controls or is controlled by the Tenant or is under common control with the Tenant (any of the foregoing being referred to herein as an “Affiliate Transfer”) provided that in any such event:
(i) in the event that Tenant's affiliate’s financial condition and/or net worth at the time of a Transfer has deteriorated materially (i.e., Lifef/x Networksmore than twenty percent (20%)) from its condition as of the date hereof, Inc. may occupy then the Premises with Tenant. Further, notwithstanding anything else successor to the contrary hereinTenant shall have a net worth, assignments by operation of law or otherwise by reason of "mergers and acquisitions" shall not require the consent of Landlord provided that computed in accordance with generally accepted accounting principles consistently applied, at least equal to the net worth of the Assignee or resulting entity will be not less than Tenant on the greater date of (i) Tenant's net worth as of the Commencement Date or this Lease,
(ii) Tenant's evidence reasonably satisfactory to the Landlord both of compliance with the criteria set forth in clauses (x) or (y) above and of such net worth as of shall have been delivered to the last day of the third calendar month next Landlord at least ten (10) days prior to the effective date of any such Merger or Acquisition. As used hereintransaction, the term "mergers and acquisition" shall include (i) a statutory merger (ii) a statutory consolidation, and
(iii) a transfer of the assignee agrees directly with the Landlord, by written instrument in form satisfactory to the Landlord in its reasonable discretion, to be bound by all or substantially all assets to another entity, or (iv) a so-called reorganization within the meaning of Section 368 obligations of the Internal Revenue Code as amendedTenant hereunder, including, without limitation, the covenant against further assignment and subletting.
Appears in 1 contract
Assignment and Subleases. (a) The Except as hereafter ------------ ------------------------ expressly provided in this Section 8.01 or in Section 15.02, Tenant covenants and agrees that neither shall not assign, sell or transfer this Lease nor or title to the term and estate hereby granted, nor Improvements or any interest herein therein or therein, will be assigned, mortgaged, pledged, encumbered sublease or otherwise transferred, whether voluntarily, involuntarily, by operation of law lease all or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of the Tenant, or used or occupied or permitted to be used or occupied, by anyone other than the Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, Leased Premises and/or Improvements without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by the Tenant or any person acting on behalf of the Tenant, without, in each case, the prior written consent of the Landlord, which consent shall may not be unreasonably withheld andwithheld, in conditioned or delayed so long as Tenant remains fully liable for the event that obligations under the Landlord consents terms of the Lease. Notwithstanding the foregoing, Tenant shall have the right to any subletting, no subtenant in any event shall be permitted to further assign, sublet sell or otherwise transfer its interest under this Lease, except in accordance with this section in any manner described in this paragraph (a). Subject Lease or title to the provisions Improvements or any interest therein to: (i) any entity whose shares of paragraph (b) hereof, the provisions of this paragraph (a) shall apply, without limitation, to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests in the Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in the Tenant at any time are or become publicly traded on a public stock exchange, the transfer of equity interests in the Tenant on a public national stock exchange or (ii) any entity having a net worth of not less than One Hundred Million Dollars ($100,000,000). In no event shall not be deemed an assignment within the meaning of Tenant assign or transfer this Section. Landlord acknowledges that Tenant's affiliate, Lifef/x Networks, Inc. may occupy the Premises with Tenant. Further, notwithstanding anything else Lease or title to the contrary hereinImprovements to any person or entity that does not hold a riverboat owner's license for Switzerland County, assignments Indiana. Any assignment or transfer by operation of law (voluntary or otherwise involuntary), merger, conversion or reorganization, any assignment or transfer to a receiver or trustee in any federal or state bankruptcy, insolvency or other proceeding shall constitute an assignment or transfer for purposes of this Lease. Any change in control of Tenant or of any entity controlling Tenant shall not constitute an assignment or transfer for purposes of this Lease. For purposes of this Section 8.01, "control" means the power to direct the management and policies of Tenant, directly or indirectly, whether through the ownership or control of fifty percent (50%) or more of the shares or other equity or beneficial interest or power to vote the same, or by the partnership or trust agreement or other instrument or contract or otherwise; and the term "controlling" has the meaning correlative to the foregoing. The foregoing restrictions of this Section 7.01 shall not apply to an assignment or transfer by reason of "mergers and acquisitions" foreclosure or a deed in lieu of foreclosure to any Mortgagee or to an assignment or transfer by reason of condemnation or deed in lieu of condemnation to any condemning authority. In addition, Tenant shall not require be entitled to sublease retail space in the Improvement in the ordinary course of business without the requirement of any consent of Landlord provided that the net worth of the Assignee or resulting entity will be not less than the greater of (i) Tenant's net worth as of the Commencement Date or (ii) Tenant's net worth as of the last day of the third calendar month next prior to the date of such Merger or Acquisition. As used herein, the term "mergers and acquisition" shall include (i) a statutory merger (ii) a statutory consolidation, (iii) a transfer of all or substantially all assets to another entity, or (iv) a so-called reorganization within the meaning of Section 368 of the Internal Revenue Code as amendedLandlord.
Appears in 1 contract
Assignment and Subleases. (a) The Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of the Tenant, or used or occupied or permitted to be used or occupied, by anyone other than the Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by the Tenant or any person acting on behalf of the Tenant, without, in each case, the prior written consent of the Landlord, which consent shall not be unreasonably withheld or delayed, and, in the event that the Landlord consents to any subletting, no subtenant in any event shall be permitted to further assign, sublet or otherwise transfer its interest under this Lease, except in accordance with this section in any manner described in this paragraph (a). Subject to the provisions of paragraph (b) hereof, the provisions of this paragraph PARAGRAPH (a) shall apply, without limitation, to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests in of the Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in the Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in the Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Section. Landlord acknowledges that Tenant's affiliate, Lifef/x Networks, Inc. may occupy the Premises with Tenant. Further, notwithstanding anything else to the contrary herein, assignments by operation .
(b) The provisions of law or otherwise by reason of "mergers and acquisitions" PARAGRAPH (a) shall not require the apply to (and a Landlord consent of Landlord provided that the net worth of the Assignee or resulting shall not be required in connection with) either (x) transactions with an entity will be not less than the greater of (i) Tenant's net worth as of the Commencement Date or (ii) Tenant's net worth as of the last day of the third calendar month next prior to the date of such Merger or Acquisition. As used herein, the term "mergers and acquisition" shall include (i) a statutory merger (ii) a statutory consolidation, (iii) a transfer of all or substantially all assets to another entity, or (iv) a so-called reorganization within the meaning of Section 368 of the Internal Revenue Code as amended.into or
Appears in 1 contract
