Common use of ASSIGNMENT AND UNDERLETTING Clause in Contracts

ASSIGNMENT AND UNDERLETTING. The Tenant shall be permitted to assign, underlet, charge, deal with or part with possession of the Property. Not to assign the whole of this lease, or underlet or part with possession of the whole of the Property, during the last seven years of the Term without the prior written consent of the Landlord, such consent not to be unreasonably withheld or delayed. Not to assign the whole of this lease unless the Tenant has first: paid to the Landlord any Rent, Service Charge, Insurance Rent or other sums payable under this lease which have fallen due before the date of assignment; provided the Landlord with an address for service in England or Wales if the assignee or transferee is not resident in England or Wales or is a limited company not registered within England or Wales; procured that the assignee covenants directly with the Landlord to observe and perform the covenants, obligations and conditions, on the part of the Tenant in this Lease during the residue of the Term hereby granted. Not to underlet the whole or any part of the Property unless the underlease contains covenants substantially the same as those contained in the Regulations, other than the Regulation contained in paragraph 1(a) of Schedule 5. Within one month of any assignment, underletting, charge, parting with possession of or any other devolution of title to this lease or the Property to serve notice on the Landlord or (if required by the Landlord) the Landlord's solicitors giving details and to: provide a certified copy of the transfer or other instrument of devolution of title; and pay the Landlord's or the Landlord's solicitor's, reasonable registration fee which shall be no less than Fifty Pounds plus VAT in respect of each document produced. To keep the Property in good repair and condition throughout the Term (provided that the Tenant shall not be liable to repair the Property to the extent that any disrepair has been caused by an Insured Risk, unless and to the extent that the policy of insurance of the Property has been vitiated or any insurance proceeds withheld in consequence of any act or omission of the Tenant, any undertenant or their respective workers, contractors or agents or any person at the Property with the express or implied authority of any of them). As often as is reasonably necessary and at least every five years, to decorate or treat as appropriate all parts of the inside of the Property that are usually decorated or treated in a good and proper manner, using good quality, suitable materials that are appropriate to the Property and in the last year of the Term to use materials, designs and colours approved by the Landlord acting reasonably. To comply with all laws relating to the Property, its use by the Tenant and any works carried out at it. To comply with all laws relating to the use of the Retained Parts by the Tenant. To carry out all works that are required under any law to be carried out at the Property (without prejudice to any obligation on the Tenant to obtain any consent under this lease). Within one week after receipt of any notice or other communication affecting the Property or the Building (and whether or not served pursuant to any law) to: send a copy of the relevant document to the Landlord; and in so far as it relates to the Property or the Tenant's use of the Retained Parts, take all steps necessary to comply with the notice or other communication and take any other action in connection with it as the Landlord may reasonably require. To give notice to the Landlord of any defect in or want of repair or damage to the Property or Building for which the Landlord may be responsible under this lease or any law, as soon as the Tenant becomes aware of it.

ASSIGNMENT AND UNDERLETTING. The Tenant shall be (a) Not to assign or charge or mortgage part only of the Premises nor except as hereinafter permitted to assign, underlet, charge, deal part with or part with share possession or occupation of the Property. whole or any part thereof nor to hold its interest in the Premises or any part as nominee or upon trust for any third party. (b) Not to assign the whole of this lease, or underlet or part with possession of the whole of the Property, during the last seven years of the Term Premises without first obtaining the prior written consent of the Landlord, Landlord (which shall not be unreasonably withheld or delayed) and the Landlord and the Tenant agree that for the purposes of section 19(1A) of the Landlord and Xxxxxx Xxx 0000 the Landlord may (without prejudice to the right of the Landlord to refuse consent on any other reasonable ground) withhold consent to an assignment: (i) if either of the following circumstances exist at the date of the application for consent: (A) there is in the reasonable opinion of the Landlord a substantial breach of any of the Tenant's covenants in this Lease; (B) the proposed assignee is not an acceptable assignee and for the purposes of this paragraph an acceptable assignee shall be a person who in the reasonable opinion of the Landlord will be a respectable and responsible tenant is of sound financial standing and is demonstrably capable of performing the Tenant's covenants in this Lease throughout the residue of the Term; (ii) if any of the following conditions are not satisfied: (A) on or before completion of any assignment the Tenant and any guarantor of the Tenant shall have entered into an authorised guarantee agreement in the form set out in schedule 5; (B) on or before completion of the assignment to it if the Landlord shall reasonably so require the assignee shall have deposited with the Landlord an amount (not exceeding six months' yearly rent payable at the date of the assignment) as security for the performance of the Tenant's covenants in this Lease; (C) on or before completion of the assignment if the Landlord shall reasonably so require the assignee shall have procured a guarantor or guarantors reasonably acceptable to the Landlord who shall execute and deliver to the Landlord a deed containing direct covenants by such guarantor (or if more than one such guarantor joint and several covenants) with the Landlord in the terms contained in schedule 4. (c) Not to underlet the whole of the Premises except: (i) in accordance with the provisions of sub-clause 5.23(e); and (ii) after having obtained the previous written consent of the Landlord such consent not to be unreasonably withheld or delayed in the case of an underlease of the whole of the Premises which complies with sub-clause 5.23(c)(i). (d) Not to underlet any part of the Premises other than an underlease of a Permitted Part and provided always that: (i) each underlease of a Permitted Part shall be in accordance with the provisions of sub-clause 5.23(e) and shall in addition contain appropriate provisions for the full recovery by the underlessor from the undertenant of a fair and reasonable proportion of the underlessor's expenditure on services and insurance; and (ii) any such underletting shall not be granted without the previous written consent of the Landlord such consent not to be unreasonably withheld or delayed in the case of an underlease of a Permitted Part which complies with sub-clause 5.23(d)(i). (e) Notwithstanding the provisions of sub-clauses 5.23(c) and (d) not to grant an underlease of the whole of the Premises or a Permitted Part unless: (i) the underlease contains a declaration by the parties thereto that the provisions of sections 24 to 28 (inclusive) of the Landlord and Xxxxxx Xxx 0000 (as amended) shall be excluded in relation to the underlease as authorised by a valid Court Order made pursuant to section 38(4) of the Landlord and Xxxxxx Xxx 0000 (as amended) which shall be obtained produced to and approved by the Landlord before the underlease is granted; (ii) the underletting shall be at a rent which is not less than the full rack rental value of the premises to be underlet without a fine or premium and payable in advance on the usual quarter days and only one quarter in advance; (iii) the underlease imposes upon the underlessee covenants conditions and provisions: (A) for upward only reviews of rent on the same dates and on the same terms as the Review Dates and terms specified by this Lease and occurring at least as frequently as under this Lease; (B) for re-entry by the underlessor on breach of any covenant by the underlessee; (C) no less onerous than those imposed upon the Tenant by or pursuant to this Lease (except the covenant to pay the rent reserved by this Lease and in the case of an underlease of a Permitted Part except insofar as inappropriate to an underlease of that Permitted Part); (D) prohibiting the relevant underlessee from doing or allowing any act or thing on or in relation to the premises to be underlet inconsistent with or in breach of the covenants and conditions imposed upon the Tenant by or pursuant to this Lease; and (E) prohibiting any assignment underletting or other parting with or sharing of possession or occupation of the whole or part of the premises to be underlet other than (subject to the prior written consent of the Landlord and the underlessor such consent not to be unreasonably withheld or delayed. Not to assign ) an assignment of the whole of this lease unless the Tenant premises to be underlet; (iv) the undertenant has first: paid to the Landlord any Rent, Service Charge, Insurance Rent or other sums payable under this lease which have fallen due before the date of assignment; provided the Landlord with an address for service in England or Wales if the assignee or transferee is not resident in England or Wales or is a limited company not registered within England or Wales; procured that the assignee covenants directly covenanted with the Landlord and the Head Landlord (in such form as the Landlord may reasonably require) in relation to the premises to be underlet to observe and perform the covenants, covenants and obligations and conditions, on the part of the Tenant under this Lease (except the covenant to pay the yearly rent payable under this Lease) and the covenants and obligations on the part of the undertenant to be contained in the proposed underlease throughout the Term of the underlease; (v) the Landlord has approved the form of the proposed underlease (such approval not to be unreasonably withheld or delayed where such underlease complies with the provisions of this sub-clause 5.23); and (vi) if the Landlord shall reasonably require it on or before the grant of the underlease one or more guarantors reasonably acceptable to the Landlord shall covenant by way of indemnity and guarantee (if more than one jointly and severally) with the Tenant the Landlord and the Head Landlord in such terms as the Landlord may reasonably require. (f) In relation to any underlease whether of the whole of the Premises or a Permitted Part: (i) neither to vary or waive the terms of any underlease without the Landlord's previous consent nor to reduce waive commute set off or otherwise vary whether directly or indirectly the rents reserved by any underlease except in accordance with the rent review provisions thereof; (ii) if any undertenant breaches any of the covenants conditions agreements and provisions contained or referred to in the underlease forthwith upon discovering the same to take all necessary steps and proceedings to remedy such breach at the Tenant's own expense; (iii) upon the termination of any underlease (howsoever occurring) not to accept any rent from any undertenant or permit it to hold over or acknowledge any tenancy but forthwith to take all requisite steps at the Tenant's expense to secure possession of the underlet premises; (iv) not to agree the rent payable under the underlease upon a review of that rent without the Landlord's prior written consent (such consent not to be unreasonably withheld) and if the rent review is determined by a surveyor pursuant to the review provisions of the underlease to procure that the Landlord's reasonable representations as to the rent payable are made to such surveyor. (g) Notwithstanding anything contained in this Lease during the residue Tenant may without the consent of the Term hereby granted. Not to underlet Landlord share possession or occupation of the whole or any part of the Property unless Premises with any subsidiary for the underlease contains time being of the Tenant or any holding company of the Tenant or a subsidiary of a holding company of the Tenant (as the expressions "subsidiary" and "holding company" are defined in section 736 of the Companies Act 1985) but only for so long as such relationship exists and provided that no legal estate or tenancy shall be created and the Landlord is provided with full details of the nature and extent of any such sharing or occupation. (h) Within 21 days of: (i) the death during the Term of any person who has or shall have guaranteed to the Landlord the payment to the Landlord of the rents and the observance and performance of the covenants substantially on the same part of the Tenant herein contained; or (ii) a person or body (as those contained the case may be) who has guaranteed to the Landlord as mentioned in the Regulations, sub-clause (i) being adjudged a bankrupt or (being a company) going into liquidation (other than a voluntary liquidation for the Regulation contained purposes of amalgamation or reconstruction of a solvent company in paragraph 1(arespect of which the Landlord's consent has first been obtained such consent not to be unreasonably withheld) of Schedule 5. Within one month of any assignment, underletting, charge, parting with or a receiver administrator administrative receiver or other encumbrancer taking possession of or being appointed in respect of the whole or any other devolution part of title such person's or body's assets or such person or body making any arrangement with creditors for the liquidation of his or its debts by composition or otherwise or any voluntary arrangement as defined in the Insolvency Xxx 0000 or ceasing or threatening to this lease cease to carry on his or its business as a whole or becoming unable to pay its debts within the Property meaning of section 123 of the Insolvency Xxx 0000, then to serve give notice on thereof to the Landlord or (and if reasonably so required by the Landlord) Landlord at the Landlord's solicitors giving details and to: provide a certified copy expense of the transfer or Tenant within a further twenty-one days to procure some other instrument of devolution of title; and pay person reasonably acceptable to the Landlord's or the Landlord's solicitor's, reasonable registration fee which shall be no less than Fifty Pounds plus VAT Landlord to execute a guarantee in respect of each document produced. To keep the Property in good repair and condition throughout the Term (provided that the Tenant shall not be liable to repair the Property to the extent that any disrepair has been caused by an Insured Risk, unless and to the extent that the policy of insurance payment of the Property has been vitiated or any insurance proceeds withheld in consequence of any act or omission rents and the observance and performance of the Tenant, any undertenant or their respective workers, contractors or agents or any person at the Property with the express or implied authority of any of them). As often as is reasonably necessary and at least every five years, to decorate or treat as appropriate all parts of the inside of the Property that are usually decorated or treated covenants in a good and proper manner, using good quality, suitable materials that are appropriate to the Property and in the last year of the Term to use materials, designs and colours approved by the Landlord acting reasonably. To comply with all laws relating to the Property, its use by the Tenant and any works carried out at it. To comply with all laws relating to the use of the Retained Parts by the Tenant. To carry out all works that are required under any law to be carried out at the Property (without prejudice to any obligation on the Tenant to obtain any consent under this lease). Within one week after receipt of any notice or other communication affecting the Property or the Building (and whether or not served pursuant to any law) to: send a copy of the relevant document to the Landlord; and in so far as it relates to the Property or the Tenant's use of the Retained Parts, take all steps necessary to comply with the notice or other communication and take any other action in connection with it such form as the Landlord may reasonably require. To . (i) Upon every assignment charge mortgage underlease sub-lease assignment of an underlease or other devolution of the Premises or the Term to give notice to the Landlord within one month thereafter notice in writing thereof specifying in such notice the name of the assignee or person in whom the Premises or any part thereof may have become vested and also to produce to the Landlord a certified copy of the assignment charge mortgage underlease probate letters of administration or other evidence of the devolution and to pay or cause to be paid to the Landlord's solicitors their then current reasonable fees and disbursements for registration of each such instrument together with the amount of any defect in or want of repair or damage additional registration fee payable to the Property or Building for which the Landlord may be responsible under this lease or order of any law, as soon as the Tenant becomes aware of itsuperior landlords.

ASSIGNMENT AND UNDERLETTING. The Tenant shall be permitted 9.1 Not to assign, assign part of this lease or underlet, charge, deal with charge or part with possession of part only of the Property. . 9.2 Not to assign the whole of this lease, or underlet or part with possession of the whole of the Property, during the last seven years of the Term without the prior written consent of the Landlord, such consent not to be unreasonably withheld or delayed. . 9.3 Not to assign the whole of this lease unless except to a person who has first applied to become a member of the Tenant has first: paid Management Company on the completion of the assignment and executed a deed expressed to be made in favour of the Landlord any Rent, Service Charge, Insurance Rent or other sums payable under this lease and the Management Company by which have fallen due before that person covenants in the date of assignment; provided the Landlord with an address for service in England or Wales if the assignee or transferee is not resident in England or Wales or is a limited company not registered within England or Wales; procured that the assignee covenants directly with the Landlord to observe and perform the covenants, obligations and conditions, on the part terms of the Tenant Draft Deed of Covenant set out in this Lease during the residue of the Term hereby granted. Schedule 9. 9.4 Not to underlet the whole or any part of the Property unless unless: (a) the underlease is on an assured shorthold tenancy agreement for a fixed term not exceeding one year or any other tenancy agreement whereby the tenant does not obtain security of tenure on expiry or earlier termination of the term; (b) the Tenant, in the case of an underletting for a fixed term exceeding one year, first obtains the written consent of the Landlord (not to be unreasonably withheld or delayed); (c) the underlease contains covenants substantially the same as those contained in the Regulations, other than ; and (d) the Regulation contained underlease provides that the undertenant must not do anything that would or might cause the Tenant to be in paragraph 1(a) breach of Schedule 5. the Tenant Covenants. 9.5 Within one month of any assignment, underlettingunderletting for more than one year, charge, parting with possession of or any other devolution of title to this lease or the Property to serve notice on the Landlord or (if required by the Landlord) the Landlord's solicitors and the Management Company or the Management Company's solicitors, giving details and to: : (a) provide a certified copy of the transfer or other instrument of devolution of title; and and (b) pay the Landlord's or the Landlord's solicitor's, reasonable registration fee fees of the Landlord and Management Company or their respective solicitors, which shall be no less than £50 (Fifty Pounds Pounds) plus VAT in respect of each document produced. To keep the Property in good repair and condition throughout the Term (provided that the Tenant shall not be liable to repair the Property to the extent that any disrepair has been caused by an Insured Risk, unless and to the extent that the policy of insurance of the Property has been vitiated or any insurance proceeds withheld in consequence of any act or omission of the Tenant, any undertenant or their respective workers, contractors or agents or any person at the Property with the express or implied authority of any of them). As often as is reasonably necessary and at least every five years, to decorate or treat as appropriate all parts of the inside of the Property that are usually decorated or treated in a good and proper manner, using good quality, suitable materials that are appropriate to the Property and in the last year of the Term to use materials, designs and colours approved by the Landlord acting reasonably. To comply with all laws relating to the Property, its use by the Tenant and any works carried out at it. To comply with all laws relating to the use of the Retained Parts by the Tenant. To carry out all works that are required under any law to be carried out at the Property (without prejudice to any obligation on the Tenant to obtain any consent under this lease). Within one week after receipt of any notice or other communication affecting the Property or the Building (and whether or not served pursuant to any law) to: send a copy of the relevant document to the Landlord; and in so far as it relates to the Property or the Tenant's use of the Retained Parts, take all steps necessary to comply with the notice or other communication and take any other action in connection with it as the Landlord may reasonably require. To give notice to the Landlord of any defect in or want of repair or damage to the Property or Building for which the Landlord may be responsible under this lease or any law, as soon as the Tenant becomes aware of it.

ASSIGNMENT AND UNDERLETTING. The Tenant shall be permitted to assign, underlet, charge, deal with or part with possession of the Property. (a) Not to assign the whole of this lease, transfer charge or underlet or part with possession of the whole of the Property, during the last seven years of the Term without the prior written consent of the Landlord, such consent not to be unreasonably withheld or delayed. Not to assign the whole of this lease unless the Tenant has first: paid to the Landlord any Rent, Service Charge, Insurance Rent or other sums payable under this lease which have fallen due before the date of assignment; provided the Landlord with an address for service in England or Wales if the assignee or transferee is not resident in England or Wales or is a limited company not registered within England or Wales; procured that the assignee covenants directly with the Landlord to observe and perform the covenants, obligations and conditions, on the part of the Tenant in this Lease during the residue of the Term hereby granted. Not to underlet mortgage the whole or any part of the Property unless Premises [Provided That the underlease contains covenants substantially the same as those contained in the Regulations, other than the Regulation contained in paragraph 1(a) of Schedule 5. Within one month of any assignment, underletting, charge, parting with possession of or any other devolution of title to this lease or the Property to serve notice on the Landlord or (if Tenant will upon being required by the Landlord by notice in writing to the Tenant to do so at any time on or following the termination of the ODP Grant Agreement for whatever reason and subject to the obtaining of any consents required from any Superior Landlord transfer the Premises to any nominee of the Landlord specified by the Landlord.] (b) Not (save as hereinafter provided in this clause 4.10) to underlet part with or share the possession or occupation of the whole or any part of the Premises. (c) The Tenant may without the Landlord's solicitors giving details and to: provide a certified copy consent grant or enter into any underlease of any part or parts of the transfer Premises comprised in a Station subject to all of the following conditions: (i) the underletting shall not be such as materially to prejudice the option of the CVL Network nor (together with other underlettings) so as to comprise the whole (or other instrument substantially the whole) of devolution of title; and pay a Station; (ii) the underletting shall not include property not in the Landlord's ownership; (iii) [ 13]; 12 Extent/nature of information required to be confirmed 13 [Redacted] (iv) the underletting shall be at a market rent for the relevant part of the Station without taking a premium but may be subject to a Rent Concession and shall otherwise be on terms which are normal in the market at the date of the underletting having regard to the nature and condition of the premises to be underlet (and for the avoidance of doubt a market rent may be a peppercorn rent where this is appropriate for the premises in question in view of the market conditions prevailing as at the relevant time); (v) the underletting shall contain provisions the effect of which shall be that if this Lease is lawfully terminated pursuant to clauses 7 and/or paragraph 9 of Schedule 9 of this Lease in relation to the whole or the relevant part of the Station, the underletting shall contractually be capable of termination by the Tenant at the same time as such lawful termination of this Lease; (vi) the underletting shall prohibit the undertenant from doing or omitting anything which if done or omitted by the Tenant would contravene any of the obligations of the Tenant under this Lease; (vii) the underletting is not of and does not include a part to be used for residential purposes. (d) Subject to clause 4.10(c), the Tenant may with the Landlord's solicitor's, reasonable registration fee which shall consent (not to be no less than Fifty Pounds plus VAT unreasonably withheld) grant or enter into any other underlease agreement licence concession or other arrangement with and/or grant rights or easements to any party in respect of each document produced. To keep any part of the Property Premises (but not the whole of the Premises) to enable that party: (i) to use and/or occupy that part of the Premises for any use falling within the Permitted User; and/or (ii) [to sub-let sub-contract sub-licence or otherwise pass on the rights referred to in good repair this clause 4.10(d) to any other person] Provided That any such underlease agreement licence concession or other arrangement or rights or easements shall be on terms which are consistent with the Operation of the CVL in accordance with the ODP Grant Agreement and condition throughout the Term Minimum Operational Standards. (provided that e) Nothing in this clause 4.10 shall prevent the Tenant shall not be liable to repair the Property to the extent that or any disrepair has been caused by an Insured Risk, unless and to the extent that the policy of insurance sub-tenant sharing occupation of the Property has been vitiated Premises or any insurance proceeds withheld part of them with a company in consequence the same group (within the meaning of any act or omission section 42 of the Tenant, any undertenant or their respective workers, contractors or agents or any person at the Property with the express or implied authority of any of them). As often as is reasonably necessary Landlord and at least every five years, to decorate or treat as appropriate all parts of the inside of the Property that are usually decorated or treated in a good and proper manner, using good quality, suitable materials that are appropriate to the Property and in the last year of the Term to use materials, designs and colours approved by the Landlord acting reasonably. To comply with all laws relating to the Property, its use by the Tenant and any works carried out at it. To comply with all laws relating to the use of the Retained Parts by the Tenant. To carry out all works that are required under any law to be carried out at the Property (without prejudice to any obligation on the Tenant to obtain any consent under this lease). Within one week after receipt of any notice or other communication affecting the Property or the Building (and whether or not served pursuant to any lawAct 1954) to: send a copy of the relevant document to the Landlord; and in so far as it relates to the Property or the Tenant's use of the Retained Parts, take all steps necessary to comply with the notice or other communication and take any other action in connection with it as the Landlord may reasonably require. To give notice to the Landlord of any defect in or want of repair or damage to the Property or Building for which the Landlord may be responsible under this lease or any law, as soon as the Tenant becomes aware of itor the relevant sub-tenant (as the case may be) for so long as the company remains in the same group and provided that no landlord and tenant relationship shall be created.