Common use of Assignment and Subletting Prohibited Clause in Contracts

Assignment and Subletting Prohibited. (a) Tenant shall not, without the consent of Landlord in each instance, which consent shall be in Landlord's sole discretion (except as expressly provided in Section 14.7 below) assign its rights or delegate its duties under this Lease (whether by operation of law, transfers of interests in Tenant or otherwise) or mortgage or encumber its interest in this Lease, in whole or in part, or sublet or permit a third party to occupy all or any part of the Premises (each such assignment, delegation, mortgage, encumbrance, subletting or occupancy is referred to herein as a "Sublease"). (b) If Tenant (or Tenant's guarantor, if any) is a corporation (other than a corporation the outstanding voting stock of which is listed on a "national securities exchange", as defined in the Securities Exchange Act of 1934), partnership, business trust or other entity having transferable shares or interests, and if at any time after execution of this Lease a transfer of fifty percent (50%) or more of the shares or interests of Tenant (or Tenant's guarantor, if any) or other change of control (as defined on Appendix - Definitions), directly or indirectly, whether individually or in a series of transactions, entity by sale, assignment, bequest, inheritance, operation of law or other disposition (including such a transfer to or by a receiver or trustee in Federal or state bankruptcy, insolvency, or other proceedings) shall be deemed to be a Sublease. Tenant agrees to give Landlord written notice of such proposed event and a request for Landlord's approval as otherwise required in this Article at least thirty (30) days prior to the date of such proposed transfer. If Tenant is a corporation the outstanding voting stock of which is listed on a "national securities exchange", as defined in the Securities Exchange Act of 1934, the transfer of equity interests in Tenant on a national securities exchange shall not be deemed a Sublease within the meaning of this Article 14. (c) Notwithstanding anything to the contrary herein contained but subject to the terms of Section 14.2, Section 14.3 and Section 14.5 hereof, Tenant shall have the right without Landlord's prior written consent, and without being subject to the provisions of Section 14.4 and Section 14.6 hereof, to sublet all or any portion of the Premises or assign this Lease to any Affiliate of Tenant or to any corporation or other entity that succeeds to all or substantially all of the assets and business of Tenant (each, a "Permitted Tenant Successor"), provided (x) Tenant delivers a copy of the proposed sublease or assignment and assumption agreement not less than ten (10) days prior to the effective date thereof (or if such prior delivery is prohibited by applicable law, Tenant provides the same promptly after such effective date), (y) the Permitted Tenant Successor shall have a Tangible Net Worth at least equal to the greater of (A) a Tangible Net Worth reasonably adequate to permit the Permitted Tenant Successor to pay and perform its obligations under the proposed sublease or assignment and assumption agreement, as applicable, and (B) the Tangible Net Worth of the Tenant immediately prior to the consummation of such assignment or subletting and (z) the Permitted Tenant Successor shall use the Premises for the Permitted Use only and not any use prohibited hereunder including, without limitation, the Prohibited Uses.

Appears in 2 contracts

Samples: Office Lease (Tufin Software Technologies Ltd.), Office Lease (Tufin Software Technologies Ltd.)

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Assignment and Subletting Prohibited. (a) Tenant shall notcovenants and agrees that, without the consent of Landlord in each instancewhether voluntarily, which consent shall be in Landlord's sole discretion (except as expressly provided in Section 14.7 below) assign its rights or delegate its duties under this Lease (whether involuntarily, by operation of law, transfers or otherwise, 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 and that neither the Premises nor any part thereof will be encumbered in any manner by reason of interests in any act or omission on the part of Tenant, or used or occupied by anyone other than Tenant or otherwisefor 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) or mortgage or encumber its interest in this Lease, in whole or in part, or sublet be offered or permit a third party advertised for assignment or subletting, without Landlord’s consent, which shall not be unreasonably withheld, subject to occupy all or any part of the Premises (each such assignment, delegation, mortgage, encumbrance, subletting or occupancy is referred to herein as a "Sublease")following provisions. (b) If Tenant (or Tenant's guarantor, if any) is a corporation (other than a corporation the outstanding voting stock of which is listed on a "national securities exchange", as defined in the Securities Exchange Act of 1934), partnership, business trust or other entity having transferable shares or interests, and if at any time after execution of this Lease a transfer of fifty percent (50%) or more of the shares or interests of Tenant (or Tenant's guarantor, if any) or other change of control (as defined on Appendix - Definitions), directly or indirectly, whether individually or in a series of transactions, entity by sale, assignment, bequest, inheritance, operation of law or other disposition (including such a transfer to or by a receiver or trustee in Federal or state bankruptcy, insolvency, or other proceedings) shall be deemed to be a Sublease. Tenant agrees to give Landlord written notice of such proposed event and a Any request for Landlord's approval ’s consent under this Section 9.01 shall be accompanied by such information regarding any proposed assignee, subtenant, or occupant as otherwise required in this Article at least thirty (30) days prior to the date of such proposed transfer. If Tenant is a corporation the outstanding voting stock of which is listed on a "national securities exchange", as defined in the Securities Exchange Act of 1934, the transfer of equity interests in Tenant on a national securities exchange Landlord shall not be deemed a Sublease within the meaning of this Article 14reasonably require. (c) Notwithstanding anything to the contrary herein contained but subject to the terms of Section 14.2If Tenant’s stock is not publicly held, Section 14.3 and Section 14.5 hereof, Tenant shall have the right without Landlord's prior written consent, and without being subject to the provisions of paragraph (a) of this Section 14.4 and Section 14.6 hereof, 9.01 shall apply to sublet all a transfer (by one or any portion more transfers) of a majority of the Premises stock, limited liability company or assign this Lease to any Affiliate partnership interests, or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease. Such provisions shall not apply to transactions with an entity into or with which Tenant is merged or consolidated or to which substantially all of Tenant’s assets are transferred or to any corporation or other entity that succeeds controls or is controlled by Tenant or is under common control with Tenant, provided that in any of such event (i) the successor to all or substantially all of Tenant has a net worth computed in accordance with general accounting principles to be at least equal to the assets and business net worth of Tenant immediately prior to such merger, consolidation, or transfer; (each, a "Permitted Tenant Successor"), provided (xii) Tenant delivers a copy proof satisfactory to Landlord of the proposed sublease or assignment and assumption agreement not less than such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date thereof of any such transaction; and (or if such prior delivery is prohibited by applicable law, Tenant provides the same promptly after such effective date), (yiii) the Permitted assignee agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant Successor shall have a Tangible Net Worth at least equal to the greater of (A) a Tangible Net Worth reasonably adequate to permit the Permitted Tenant Successor to pay and perform its obligations under the proposed sublease or assignment and assumption agreement, as applicable, and (B) the Tangible Net Worth of the Tenant immediately prior to the consummation of such assignment or subletting and (z) the Permitted Tenant Successor shall use the Premises for the Permitted Use only and not any use prohibited hereunder including, without limitation, the Prohibited covenant against further assignment or subletting. (d) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant, or occupant and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy, collection, or modification of any provisions of this Lease shall be deemed a waiver of this covenant or the acceptance of the assignee, subtenant, or occupant as a tenant or a release of the original named Tenant from the further performance by the original named Tenant hereunder. No assignment or subletting hereunder shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor. No assignment or subletting or occupancy shall affect Permitted Uses. (e) If for any assignment or sublease Tenant shall receive rent or other consideration, either initially or over the term of the assignment or sublease, in excess of (x) the rent called for hereunder (or in the case of the sublease of part, in excess of such rent allocable to the part) after appropriate adjustments to assure that all other payments called for hereunder are taken into account and (y) Tenant’s brokerage, improvement, and legal costs relating to such assignment or sublease (amortized ratably over the term of the sublease COMMERCIAL LEASE (MASTER SUBLEASE FORM) PAGE 18 OF 37 WAINSHAL MILL LEASING COMPANY LLC TO RRCC REALTY, LLC or assignment), Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of such excess of such payment of rent or other consideration received by Tenant promptly after its receipt. (f) Within twenty (20) business days after Landlord’s receipt of all of the information and documents described in Section 9.01(b), Landlord may, at its option, in its sole and absolute discretion, by notice to Tenant, elect to (a) sublease the Premises or the portion thereof proposed to be sublet by Tenant upon the same terms as those offered to the proposed subtenant; (b) take an assignment of this Lease upon the same terms as those offered to the proposed assignee; or (c) terminate this Lease in the case of a proposed assignment or a proposed sublease of the entire Premises or as to the portion of the Premises subject to the proposed sublease, with a proportionate adjustment in the Rent payable hereunder if this Lease is terminated as to less than all of the Premises.

Appears in 2 contracts

Samples: Commercial Lease, Commercial Lease (FusionStorm Global, Inc.)

Assignment and Subletting Prohibited. (a) Tenant shall not, without the consent of Landlord in each instance, which consent shall be in Landlord's sole discretion (except as expressly provided in Section 14.7 below) assign its rights either voluntarily or delegate its duties under this Lease (whether by operation of law, transfers of interests in Tenant or otherwise) or mortgage or encumber its interest in this Lease, in whole or in part, or sublet or permit a third party to occupy assign all or any part of Tenant's leasehold estate hereunder, permit the Premises (each such assignment, delegation, mortgage, encumbrance, subletting or occupancy is referred to herein as a "Sublease"). (b) If be occupied by anyone other than Tenant (or Tenant's guarantoremployees, if any) or sublet the Premises or any portion thereof without Landlord's express prior written consent in each and every instance, which consent may be withheld or issued subject to conditions, in Landlord's discretion. Tenant shall not, either voluntarily or by operation of law, encumber or pledge all or any part of Tenant's leasehold estate hereunder without Landlord's express prior written consent in each and every instance, which consent may be withheld or conditioned in Landlord's sole discretion. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be void and shall constitute a default hereunder. If Tenant is a corporation (corporation, any dissolution, merger, consolidation or other than reorganization of Tenant, or the sale or other transfer in the aggregate during the Term of a corporation controlling percentage of the outstanding voting capital stock of which is listed on a "national securities exchange", as defined in Tenant or the Securities Exchange Act sale of 1934), partnership, business trust or other entity having transferable shares or interests, and if at any time after execution of this Lease a transfer of fifty ten percent (5010%) or more of the shares or interests value of Tenant (or the assets of Tenant's guarantor, if any) or other change of control (as defined on Appendix - Definitions), directly or indirectly, whether individually or in a series of transactions, entity by sale, assignment, bequest, inheritance, operation of law or other disposition (including such a transfer to or by a receiver or trustee in Federal or state bankruptcy, insolvency, or other proceedings) shall be deemed a voluntary assignment of this Lease by Tenant. The phrase "controlling percentage" shall mean the ownership of, and the right to be a Subleasevote, stock possessing ten percent (10%) or more of the total combined voting power of all classes of Tenant's capital stock issued, outstanding, and entitled to vote for the election of directors. Tenant agrees The preceding two sentences shall not apply to give Landlord written notice corporations, the stock of such proposed event and a request for Landlord's approval as otherwise required in this Article at least thirty (30) days prior to which is traded through an exchange or over the date of such proposed transfercounter. If Tenant is a corporation partnership or a limited liability company, a withdrawal or change, voluntary, involuntary, or by operation of law of any partner or partners (or member or members) owning a total of ten percent (10%) or more of the outstanding voting stock entity, or the dissolution of the entity, shall be deemed a voluntary assignment of this Lease by Tenant. If Tenant consists of more than one person or entity, a purported assignment, voluntary, involuntary, or by operation of law, by any one of such persons or entities shall deemed a voluntary assignment of this Lease by Tenant. No consent to an assignment, encumbrance or sublease shall constitute a waiver of the provisions of this section. Upon receiving Landlord's consent, which is listed on a "national securities exchange", as defined in the Securities Exchange Act of 1934, the transfer of equity interests in Tenant on a national securities exchange consent shall not be deemed a Sublease within the meaning of this Article 14. (c) Notwithstanding anything to the contrary herein contained but subject to the terms of Section 14.2, Section 14.3 and Section 14.5 hereofunreasonably withheld, Tenant shall have the right without Landlord's prior written consent, and without being subject to the provisions of Section 14.4 and Section 14.6 hereof, to may sublet all or any portion of the Premises or assign this Lease, without any right of Landlord to participate in the profit from and without any right by Landlord to terminate this Lease in connection with, the following types of transfers: (i) a subsidiary, affiliate, franchisee, division or corporation controlled or under common control with Tenant; (ii) a successor corporation related to any Affiliate Tenant by merger, consolidation, non-bankruptcy reorganization, or government action; or (iii) the purchase of Tenant or to any corporation or other entity that succeeds to all or substantially all of the Tenant's assets and business of provided that Tenant (each, a "Permitted Tenant Successor"), provided (x) Tenant delivers a copy of has substantial assets which will be included in the proposed sublease or assignment and assumption agreement not less than ten (10) days prior sale which are in addition to those located in the effective date thereof (or if such prior delivery is prohibited by applicable law, Tenant provides the same promptly after such effective date), (y) the Permitted Tenant Successor shall have a Tangible Net Worth at least equal to the greater of (A) a Tangible Net Worth reasonably adequate to permit the Permitted Tenant Successor to pay and perform its obligations under the proposed sublease or assignment and assumption agreement, as applicable, and (B) the Tangible Net Worth of the Tenant immediately prior to the consummation of such assignment or subletting and (z) the Permitted Tenant Successor shall use the Premises for the Permitted Use only and not any use prohibited hereunder including, without limitation, the Prohibited UsesPremises.

Appears in 1 contract

Samples: Lease Agreement (Computerized Thermal Imaging Inc)

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Assignment and Subletting Prohibited. (a) Except as otherwise provided in ------------------------------------ this Section, Tenant shall not, without the consent of Landlord in each instancedirectly or indirectly, which consent shall be in Landlord's sole discretion (except as expressly provided in Section 14.7 below) mortgage, pledge, encumber, sell, assign its rights or delegate its duties under this Lease (whether by operation of law, transfers of interests in Tenant or otherwise) or mortgage or encumber its interest in transfer this Lease, in whole or in part, by operation of law or sublet otherwise, or permit a third party to occupy sublease all or any part of the Premises (each such assignmentLeased Premises, delegation, mortgage, encumbrance, subletting or occupancy is referred to herein as a "Sublease"). (b) If Tenant (or Tenant's guarantor, if any) is a corporation (other than a corporation the outstanding voting stock of which is listed on a "national securities exchange", as defined in the Securities Exchange Act of 1934), partnership, business trust or other entity having transferable shares or interests, and if at any time after execution of this Lease a transfer of fifty percent (50%) or more of the shares or interests of Tenant (or Tenant's guarantor, if any) or other change of control (as defined on Appendix - Definitions), directly or indirectly, whether individually or in a series of transactions, entity by sale, assignment, bequest, inheritance, operation of law or other disposition (including such a transfer to or by a receiver or trustee in Federal or state bankruptcy, insolvency, or other proceedings) shall be deemed to be a Sublease. Tenant agrees to give Landlord written notice of such proposed event and a request for without Landlord's approval prior consent, which consent will be timely communicated (but in no event later than thirty (30) days after receipt) and may be withheld for any reason whatsoever except as otherwise required provided in this Article Section. In connection with any request by Tenant for such consent to assign or sublet, Tenant shall submit to Landlord, in writing, at least thirty (30) days prior before the proposed effective date, a statement containing the name of the proposed assignee or subtenant, such information as to its financial responsibility and standing as Landlord may reasonably require, and all of the terms and provisions upon which the proposed assignment or subletting is to be made, and, unless the proposed sublet area shall constitute the entire Leased Premises, such statement shall be accompanied by a floor plan delineating the proposed sublet area. Any attempted transfer, assignment, subletting, mortgaging or encumbering of this Lease in violation of the provisions of this Section shall be void and confer no rights upon any Person. No permitted assignment or subletting shall relieve Tenant of any of its obligations under this Lease. Landlord and Tenant agree that except as otherwise provided in subsection (f), (i) any consideration paid to Tenant in connection with a subletting of all or any part of the Leased Premises which is in excess of the Basic Rent and Additional Charges payable under this Lease, and (ii) any consideration paid to Tenant or any subtenant or other Person claiming through or under Tenant in connection with an assignment of the Tenant's interest in this Lease or the interest of any subtenant or other Person claiming through or under Tenant under any sublease, shall accrue to the date benefit of such proposed transfer. If Tenant is a corporation the outstanding voting stock of which is listed on a "national securities exchange", as defined in the Securities Exchange Act of 1934, the transfer of equity interests in Tenant on a national securities exchange shall Landlord and not be deemed a Sublease within the meaning of this Article 14. (c) Notwithstanding anything to the contrary herein contained but subject to the terms benefit of Section 14.2Tenant or any subtenant or other Person claiming through or under Tenant, Section 14.3 and Section 14.5 hereof, Tenant Landlord shall have the right without Landlord's prior written consent, and without being subject to the provisions of Section 14.4 and Section 14.6 hereof, to sublet all or any portion of the Premises or assign this Lease condition its consent to any Affiliate of Tenant or to any corporation or other entity that succeeds to all or substantially all of the assets and business of Tenant (each, a "Permitted Tenant Successor"), provided (x) Tenant delivers a copy of the proposed sublease or assignment and assumption agreement not less than ten (10) days prior to the effective date thereof (or if such prior delivery is prohibited by applicable law, Tenant provides the same promptly after such effective date), (y) the Permitted Tenant Successor shall have a Tangible Net Worth at least equal to the greater of (A) a Tangible Net Worth reasonably adequate to permit the Permitted Tenant Successor to pay and perform its obligations under the proposed sublease or assignment and assumption agreement, as applicable, and (B) the Tangible Net Worth of the Tenant immediately prior to the consummation of such assignment or subletting upon receipt by Landlord of Tenant's or any subtenant's or other Person's written confirmation of, and (z) the Permitted Tenant Successor shall use the Premises for the Permitted Use only and not any use prohibited hereunder including, without limitationother evidence of compliance with, the Prohibited Usesprovisions of clause (i) or (ii), as the case may be.

Appears in 1 contract

Samples: Lease Agreement (Knight Trimark Group Inc)

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