Assignment by Tenant. Tenant shall have the following rights to -------------------- assign or otherwise transfer Tenant's Estate: A. Tenant shall have the absolute right to assign or otherwise transfer all or part of Tenant's Estate so long as the assigning Tenant and its assignee both agree to become personally liable for the full and faithful performance of the Tenant's obligations under this Lease and the assignee acquires all necessary licenses to continue the Gaming Operation then being conducted on the Premises. B. Tenant shall also have the right to assign or otherwise transfer all or part of Tenant's Estate to (i) any person(s) or entity(s) with the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, or (ii) a "Permitted Assignee" (as defined below) without Landlord's consent. If Tenant so assigns or transfers Tenant's Estate pursuant to this subparagraph 13.1B, then Tenant shall be released from all further liability under this Lease arising or accruing after the effective date of such assignment. C. No assignment or transfer by Tenant pursuant to this paragraph 13.1 shall be effective unless (i) Tenant shall have given Landlord reasonable notice of the proposed assignment or transfer and, if applicable, appropriate documentation as evidence that the proposed assignee or transferee qualifies as a Permitted Assignee, and (ii) the proposed assignee or transferee shall have agreed in writing to assume and perform all obligations of Tenant under this Lease arising after the date of transfer.
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Assignment by Tenant. Tenant shall have the following rights may assign Tenant’s interest in this Lease to -------------------- assign or otherwise transfer Tenant's Estate:
A. Tenant shall have the absolute right to assign or otherwise transfer all or part of Tenant's Estate a third party so long as the assigning Tenant and its assignee both agree to become personally liable for the full and faithful performance of the Tenant's obligations under this Lease and the assignee acquires all necessary licenses to continue the Gaming Operation then being conducted on the Premises.
B. Tenant shall also have the right to assign or otherwise transfer all or part of Tenant's Estate to (i) any person(s) or entity(s) with the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, or (ii) a "Permitted Assignee" (as defined below) without Landlord's consent. If Tenant so assigns or transfers Tenant's Estate pursuant to this subparagraph 13.1B, then Tenant shall be released from all further liability under this Lease arising or accruing after the effective date of such assignment.
C. No assignment or transfer by Tenant pursuant to this paragraph 13.1 shall be effective unless (i) Tenant remains fully liable and responsible for the obligations imposed by this Lease and (ii) Landlord consents to such assignment, with such consent not to be unreasonably withheld. If Tenant shall have given desire Landlord’s consent to any assignment, Tenant shall notify Landlord reasonable in writing, which notice (the “Notice”) shall include (i) the proposed effective date of the assignment, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Notice, (ii) all of the terms of the proposed assignment and the consideration therefor, including a calculation of the “Transfer Premium,” as that term is defined in Section 14.3, below, in connection with such assignment, the name and address of the proposed assignee, and a copy of all existing and/or proposed documentation pertaining to the proposed assignee, including all existing operative documents to be executed to evidence such assignment or transfer andthe agreements incidental or related to such assignment, if applicable, appropriate documentation as evidence that (iv) current financial statements of the proposed assignee certified by an officer, partner or transferee qualifies owner thereof, and any other information required by Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed assignee, nature of such assignee’s business and proposed use of the Subject Space, (v) an executed estoppel certificate from Tenant in the form attached hereto as a Permitted AssigneeExhibit E, and (iivi) the proposed assignee or transferee shall have agreed in writing to assume such other information as Landlord may reasonably require. Any assignment made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and perform all obligations of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease arising after the date of transferSection 19.1.
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Samples: Office Lease (Trinet Group Inc)
Assignment by Tenant. Tenant shall have the following rights to -------------------- assign or otherwise transfer Tenant's Estate:
A. Tenant shall have the absolute right to assign or otherwise transfer all or part of Tenant's Estate so long as the assigning Tenant and its assignee both agree to become personally liable for the full and faithful performance of the Tenant's obligations under this Lease and the assignee acquires all necessary licenses to continue the Gaming Operation then being conducted on the Premises.
B. Tenant shall also have the right to assign or otherwise transfer all or part of Tenant's Estate to (i) Except as set forth in Paragraph 18(a) below and subject to the terms of any person(s) Prime Lease, if any, Tenant may not assign its interest in this Lease, in whole or entity(s) with in part, or sublet the Leased Premises, in whole or in part, or mortgage, pledge or otherwise encumber its interest in this Lease or its leasehold estate in the Leased Premises, without the prior written consent of Landlord, which consent shall not be unreasonably withheld withheld, conditioned or delayed, and any attempt to do so without obtaining such prior written consent shall be void and of no force or legal effect.
(ii) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any permitted sublease of the Leased Premises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence and during the continuance of an Event of Default.
(iii) Notwithstanding any assignment, Tenant shall at all times remain fully, primarily, and directly responsible and liable for the payment of all Rent herein specified and for compliance with all of Tenant’s other obligations under this Lease. No direct collection by Landlord from any such assignee, sublessee, or other occupant shall be construed to constitute a "Permitted Assignee" novation or a release of Tenant from the performance of its obligations hereunder.
(as defined belowiv) without Landlord's consentIf Tenant is a corporation or limited liability company, then any transfer whether in one transaction or a series of transactions of this Lease from Tenant by merger, consolidation or dissolution or any change in ownership or power to vote a majority of the voting stock or membership interests in Tenant outstanding at the time of execution of this instrument (or at any future time) shall constitute an assignment for the purpose of this Lease. If Tenant so assigns is a general partnership having one or transfers Tenant's Estate pursuant more corporations, limited liability companies or other entities as partners or if Tenant is a limited partnership (of any variety) having one or more corporations, limited liability companies or other entities as general partners, the provisions of the preceding sentence shall apply to this subparagraph 13.1Beach of such corporations, limited liability companies or other entities as if such corporation, limited liability company or other entity alone had been the Tenant hereunder. If Tenant is a general partnership, then the transfer whether in one transaction or a series of transactions of a majority of the partnership interest of Tenant as existing at the time of execution of this instrument (or at any future time) shall constitute an assignment for the purpose of this Lease. If Tenant is a limited partnership, then the assignment whether in one transaction or a series of transactions of all or any portion of the interest of a general partner of Tenant shall constitute an assignment for the purpose of this Lease. If Tenant is another type of entity, then any change in the power to control such entity shall constitute an assignment for the purposes of this Lease. In the event of a Tenant with a multi-tiered organizational structure, the provisions of this Paragraph 17(a)(iv) shall be released from liberally construed to be applicable to all further liability under entities with a direct or indirect ownership interest in the ownership hierarchy of Tenant.
(v) Except as set forth in Paragraph 18(a) below, if Tenant requests Landlord’s consent to an assignment of this Lease arising or accruing after a sublease of all or a part of the effective date of such assignment.
C. No assignment or transfer by Tenant pursuant to this paragraph 13.1 shall be effective unless (i) Tenant Leased Premises, Landlord shall have given Landlord reasonable notice the option (to be exercised within thirty (30) days from submission of Tenant’s written request) to cancel this Lease (or the applicable portion thereof as to a partial subletting) as of the commencement date stated in the above-mentioned proposed assignment or transfer andsublease. If Landlord elects to cancel this Lease as stated, then the Term of this Lease, and the tenancy and occupancy of the Leased Premises by Tenant thereunder, shall cease, terminate, expire, and come to an end with respect to that portion of the Leased Premises so transferred as if applicablethe cancellation date were the original termination date of this Lease and Tenant shall pay to Landlord all costs or charges which are the responsibility of Tenant hereunder with respect to that portion of the Leased Premises so transferred and Tenant shall, appropriate documentation as evidence that at its own cost and expense, discharge in full any outstanding commission obligation of Landlord with respect to this Lease, or any part hereof so cancelled. Thereafter Landlord may lease the proposed assignee Leased Premises to the prospective transferee without liability to Tenant.
(vi) Concurrently with Tenant’s notice of any request for consent to a an assignment or transferee qualifies subletting, Tenant shall pay to Landlord a fee of $1,000.00 to defray Landlord’s expenses in reviewing such request and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorney’s fees incurred in connection with any such request.
(vii) Notwithstanding any provision of this Lease (including, without limitation, Paragraph 17(a) or Paragraph 18 below) to the contrary, under no circumstances shall this Lease be assigned (or deemed assigned pursuant to Paragraph 17(a)(iv) above) by Tenant, in whole or in part, such that, as a Permitted Assigneeresult thereof, the representations and warranties of Tenant contained in Paragraph 34 of this Lease shall be or become untrue or inaccurate in any respect, and (ii) the proposed assignee any attempt by Tenant to do so shall be void and of no force or transferee shall have agreed in writing to assume and perform all obligations of Tenant under this Lease arising after the date of transferlegal effect.
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Assignment by Tenant. Tenant shall have the following rights right, subject to -------------------- assign or otherwise transfer Tenant's Estate:
A. Tenant shall have the absolute right terms and conditions hereinafter set forth, without the consent of but with a minimum of sixty (60) days prior written notice to Landlord, to assign this Lease or otherwise transfer to sublet all or part any portion of the Premises to a corporation or other entity which controls, is controlled by, or is under common control with, Tenant, or to a corporation or other entity resulting from a merger or consolidation with Tenant, or to any person or entity which acquires substantially all of the assets of Tenant as a going concern; provided (i) the assigning or subletting entity and any guarantor remains liable for all of Tenant's Estate so long as the assigning Tenant and its assignee both agree to become personally liable for the full and faithful performance obligations hereunder; (ii) there exists no Event of the Tenant's obligations Default under this Lease either at the time Tenant notifies Landlord of such proposed assignment or sublease or at the time such assignment or sublease is to become effective; (iii) Tenant delivers to Landlord an executed copy of the proposed sublease or assignment; (iv) the proposed sublease or assignment shall meet all use requirements and restrictions set forth in this Lease; and (v) the credit quality of the proposed assignee acquires all necessary licenses shall be at least equal to continue the Gaming Operation then being conducted on the Premises.
B. Tenant shall also have the right to assign or otherwise transfer all or part that of Tenant's Estate to ; and (ivi) any person(s) in the event the assigning or entity(s) with the prior written consent of Landlordsubletting entity will not continue as a viable, which consent shall not be unreasonably withheld or delayed, or (ii) a "Permitted Assignee" (as defined below) without Landlord's consent. If Tenant so assigns or transfers Tenant's Estate pursuant to this subparagraph 13.1B, then Tenant shall be released from all further liability under this Lease arising or accruing going concern after the effective date of such assignment.
C. No assignment or transfer by sublease, the fair, salable value of the assets of such assignee or sublessee must not be less than the amount that will be required to pay its probable liability on its existing debts as they mature. The provisions of this Section 6.01 shall be applicable only to the original Tenant pursuant to this paragraph 13.1 Lease Agreement and shall be effective unless (i) Tenant shall have given Landlord reasonable notice not apply to any successive tenant as a result of the proposed assignment or transfer and, if applicable, appropriate documentation as evidence that the proposed assignee or transferee qualifies as a Permitted Assignee, and (ii) the proposed assignee or transferee shall have agreed in writing to assume and perform all obligations of Tenant under this Lease arising after the date of transferAgreement.
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