Assignment and Subletting; Prohibition against Leasehold Financing. (a) If Tenant desires to assign or sublease this Lease, whether by operation of law or otherwise, (including through merger, consolidation or sale of the stock of Tenant which shall be deemed an assignment) then Tenant shall, not less than sixty (60) days prior to the date on which it desires to make an assignment or sublease, submit to Landlord information regarding the following with respect to the proposed assignee (collectively, the “Review Criteria”): (A) credit, (B) capital structure, (C) management, (D) operating history, (E) proposed use of the Premises and (F) risk factors associated with the proposed use of the Premises, taking into account factors such as environmental concerns, product liability and the like. Landlord and Lender shall review such information and shall approve or disapprove the assignee no later than the thirtieth (30th) day following receipt of all such information, and Landlord shall be deemed to have acted reasonably in granting or withholding consent if such grant or disapproval is based on their review of the Review Criteria applying prudent business judgment, provided that Landlord will not withhold its consent if the Review Criteria as it applies to the proposed assignee or sublessee is stronger/better than the same criteria applied to Tenant at the greater of both as of the date of this Lease and at the time of the assignment or sublease. If a response is not received by Landlord by the expiration of such thirty (30) day period such assignment or sublease shall be deemed disapproved.
(b) If Tenant assigns all its rights and interest under this Lease, the assignee under such assignment shall expressly assume all the obligations of Tenant hereunder, actual or contingent, including obligations of Tenant which may have arisen on or prior to the date of such assignment, by a written instrument delivered to Landlord at the time of such assignment. Each sublease of the Premises shall (A) be expressly subject and subordinate to this Lease and any Mortgage encumbering the Premises; (B) not extend beyond the then current Term minus one day; (C) terminate upon any termination of this Lease, unless Landlord elects in writing, to cause the sublessee to attorn to and recognize Landlord as the lessor under such sublease, whereupon such sublease shall continue as a direct lease between the sublessee and Landlord upon all the terms and conditions of such sublease; and (D) bind the sublessee to all covenants contained in Paragraphs 3(a), ...
Assignment and Subletting; Prohibition against Leasehold Financing. (a) Except as otherwise expressly provided to the contrary in this Xxxxxxxxx 00, Xxxxxx may not assign this Lease, voluntarily or involuntarily, whether by operation of law or otherwise (including through merger or consolidation) to any Person, other than to a Person which is and continues throughout the Term to be a single purpose, bankruptcy remote, direct or indirect wholly-owned subsidiary of Tenant and Guarantor or is a Credit Entity, without the prior written consent of Landlord, which consent may be granted or withheld by Landlord in accordance with the provisions of Paragraphs 21(b) below, as applicable, and subject, in each case, to the provisions of Paragraphs 21(j) and 21(k) below. Any purported sublease or assignment in violation of this Paragraph 21 (including an Affiliate transaction in violation of the provisions of Paragraphs 21(j) or 21(k) below) shall be null and void. In addition, notwithstanding anything to the contrary contained in this Paragraph 21, Tenant shall not have the right to assign this Lease (voluntarily or involuntarily, whether by operation of law or otherwise), or sublet any of the Leased Premises to any Person at any time that an Event of Default exists. As used herein, the term “Credit Entity” shall mean any Person that immediately following such assignment and having given effect thereto will have (i) a publicly traded unsecured senior debt rating of “A2” or better from Xxxxx’x or a rating of “A” or better from S&P, and in the event both such rating agencies cease to furnish such ratings, then a comparable rating by any rating agency acceptable to Landlord and Lender, and (ii) a net worth of not less than Three Billion ($3,000,000,000) Dollars.
Assignment and Subletting; Prohibition against Leasehold Financing. (a) (i) Tenant shall have the right, upon thirty (30) days prior written notice to Landlord and Lender, with no consent of Landlord or Lender being required or necessary ("PREAPPROVED ASSIGNMENT") to assign this Lease by operation of law or otherwise to any Person ("PREAPPROVED ASSIGNEE") (A) that is, and at all times during the Term continues to be, a wholly-owned subsidiary of Tenant or (B) that immediately following such assignment will have a publicly traded unsecured senior debt rating of "Baa2" or better from Xxxxx'x Investors Services, Inc. or a rating of "BBB" or better from S & P, and in the event all of such rating agencies cease to furnish such ratings, then a comparable rating by any rating agency reasonably acceptable to Landlord and Lender. or (c) that complies with the requirements of Paragraph 33(d) of this Lease.
Assignment and Subletting; Prohibition against Leasehold Financing. (a) Tenant shall not have the right to assign this Lease or sublet any portion of the Leased Premises except as otherwise expressly set forth in this Paragraph 21.
(b) Tenant shall have the right upon thirty (30) days prior written notice to Landlord and Lender, with no consent of Landlord or Lender being required, to assign this Lease provided that as a condition to any such assignment to any Person that is not a Preapproved Assignee (as defined below) Tenant shall provide to Landlord the Assignment Security Deposit no later than the date on which such assignment shall become effective.
Assignment and Subletting; Prohibition against Leasehold Financing. (a) Except as otherwise expressly provided to the contrary in this Paragraph 21, Tenant may not (i) assign this Lease, voluntarily or involuntarily, whether by operation of law or otherwise (including through merger or consolidation) to any Person other than to a Person which is and continues throughout the Term to be an Affiliate of Tenant or a Credit Entity, or (ii) sublet any of the Leased Premises at any time to any other Person other than to an Affiliate of Tenant or to a Credit Entity, without the prior written consent of Landlord, which consent may be granted or withheld by Landlord in accordance with the provisions of
Assignment and Subletting; Prohibition against Leasehold Financing. (a) (i) Tenant shall have the right, upon thirty (30) days prior written notice to Landlord and Lender (which notice shall include, if applicable, the financial information required under the following clause (C) in form and substance satisfactory to Landlord and Lender) and provided an Event of Default does not then exist, with no consent of Landlord or Lender being required or necessary ("Preapproved Assignment") to assign this Lease by operation of law or otherwise to any Person ("Preapproved Assignee") (A) that is a wholly-owned subsidiary or an Affiliate of Tenant, or (B) that immediately following such assignment will have a publicly traded unsecured senior debt rating of "A" or better from Moodx'x Xxxestors Services, Inc. ("Moody's") or a rating of "A" or better from Standard & Poor's Corporation ("S&P"), and in the event all of such rating agencies cease to furnish such ratings, then a comparable rating ("Comparable Rating") by any rating agency reasonably acceptable to Landlord and Lender or (C) if the transaction that gives rise to the assignment of this Lease is a sale of all or substantially all of the assets of Tenant, that immediately following such assignment and after giving effect thereto (1) will have a publicly traded unsecured senior debt rating of "Baa" or better from Moody's or a rating of "BBB-" from S&P or a Comparable Rating or (2) will have on a proforma basis a Net Worth of not less than the Net Worth of Tenant immediately prior to the assignment and will have a Fixed Charge Coverage Ratio of not less than 1.75 to 1 measured by the proforma trailing four quarters of the Preapproved Assignee after giving effect to the assignment. For the purpose of this Paragraph 21(a)(i) the following terms shall have the following meanings unless otherwise defined herein.
Assignment and Subletting; Prohibition against Leasehold Financing. (i) Tenant shall have the right, upon thirty (30) days prior written notice to Landlord and Lender, with no consent of Landlord or Lender being required or necessary ("Preapproved Assignment") to assign this Lease by operation of law or otherwise to any Person ("Preapproved Assignee") that immediately following such assignment (A) will have
Assignment and Subletting; Prohibition against Leasehold Financing. (a) (i) Tenant shall have the right, upon thirty (30) days prior written notice to Landlord and Lender, with no consent of Landlord or Lender being required or necessary "PREAPPROVED ASSIGNMENT") to assign this Lease to any Person that, immediately following such assignment has a publicly traded unsecured senior debt rating of "BBB" or better from Moody's Investors Services, Inc. or a rating of "Baa" or xxxxxx from Standard & Poor's Corporation, and in the event all of such rating agencies cease to furnish such ratings, then a comparable rating by any rating agency reasonably acceptable to Landlord and Lender.
Assignment and Subletting; Prohibition against Leasehold Financing. (i) Tenant shall have the right, upon thirty (30) days prior written notice to Landlord and Lender, with no consent of Landlord or Lender being required or necessary ("Preapproved Assignment") to assign this Lease, by operation of law or otherwise, to any Person ("Preapproved Assignee") (A) that is a wholly-owned United States subsidiary of Tenant on the date of the assignment (except that an assignment to Vantis Corp. shall not be permitted) or (B) that immediately following such assignment will have a publicly traded unsecured senior debt rating of "Baa3" or better from Moodx'x xx a rating of "BBB-" or better from S&P, provided that the rating from the other agency (i.
Assignment and Subletting; Prohibition against Leasehold Financing. (a) Except as expressly set forth below, Tenant may not assign this Lease, voluntarily or involuntarily, whether by operation of law or otherwise or sublet any of the Leased Premises at any time to any other Person without the prior written consent of Landlord, which consent, in the event of an assignment, may be withheld by Landlord for any reason and any such purported sublease or assignment shall be null and void.
(i) Notwithstanding the foregoing, Tenant shall have the right to assign its rights under this Lease or to sublease the Leased Premises to (i) any Person which is and continues to be for the balance of the Term controlling, controlled by or under common control with Tenant or (ii) any Person acquiring all or substantially all of Tenant's assets provided that immediately after said acquisition and having given effect thereto, Tenant meets the Level 1
