Common use of - ASSIGNMENT OF LEASE - SUBLEASE Clause in Contracts

- ASSIGNMENT OF LEASE - SUBLEASE. Tenant may not assign or encumber this Lease, and may not sublet any part or all of the Demised Premises without the written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed. Landlord agrees not to unreasonably withhold its consent to a proposed assignment of this Lease or subletting of the Demised Premises to a party which (i) is, in the reasonable judgment of Landlord, of a character or reputation or is engaged in a business which would not be harmful to the image and reputation of the Property or can reasonably be expected to perform the obligations of “Tenant” hereunder; (ii) will not use the Demised Premises in a manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Property; (iii) proposes to use the Demised Premises so as to not materially increase the pedestrian or vehicular traffic to the Demised Premises or Property; and without limiting the foregoing, Landlord may withhold its consent (and it shall not be deemed unreasonable), to any such assignment or subletting of the Demised Premises to any party (A) which is a governmental entity (or subdivision or agency thereof); (B) which is a prospective tenant that has delivered to or received from Landlord (within the prior four (4) months) a written proposal to lease comparable and competing space in the Property before Tenant or its agent contacts such party and said space remains vacant; or (C) which intends to use, store, or generate any Hazardous Materials in, on, or about the Demised Premises other than amounts permitted under this Lease. Any assignment or sublease to which Landlord may consent (one consent not being any basis to contend that Landlord should consent to a further assignment or subletting) shall not relieve Tenant of any of its obligations hereunder. In the event of a request for assignment or sublease, Tenant shall reimburse Landlord for all of its reasonable, actual, out-of-pocket expenses in connection therewith, including legal expenses (not to exceed a total of $1,000 per request). In no event shall this Lease be assignable by operation of any law, and Tenant's rights hereunder may not become, and shall not be listed by Tenant as an asset under any bankruptcy, insolvency, or reorganization proceedings. Tenant is not, may not become, and shall never represent itself to be an agent of Landlord, and Tenant expressly recognizes that Landlord's title is paramount, and that it can do nothing to affect or impair Landlord's title. Except for Permitted Assignments and the subleasing of different portions of the Demised Premises to subtenants, Landlord’s consent to assignment or subleasing shall be conditioned upon no further assignment of the Lease or subleasing of the Demised Premises, without Landlord’s consent, which Landlord may grant or withhold in its sole discretion. Tenant may not sublease the Demised Premises to more than five subtenants at the same time and the dividing line between those subtenants must occur along dividing lines reasonably agreeable to Landlord. Notwithstanding anything to the contrary contained in this Section 13.01, provided Tenant is not in default hereunder (beyond any applicable notice of cure period), Tenant may assign this Lease or sublet the Demised Premises without Landlord’s consent (provided that Tenant shall provide written notice thereof to the Landlord within thirty (30) days of such transfer) to: (a) any entity resulting from a merger or consolidation to which Tenant is a party; or (b) any entity which purchases all or substantially all of Tenant’s assets or business; or (c) any affiliate or parent company of Tenant; provided the same remains an affiliate or parent company of Tenant and the permitted use hereunder remains unchanged (all “Permitted Assignments”). Tenant shall not be released from any of its obligations hereunder by any such assignment or subletting.

- ASSIGNMENT OF LEASE - SUBLEASE. Tenant may not assign or encumber this Lease, and may not sublet any part or all of the Demised Premises without the written consent of Landlord, which Landlord shall not be unreasonably withheldwithhold, conditioned or delayed. Landlord agrees not to unreasonably may-either-grant or-withhold in its sole discretion- Notwithstanding the foregoing, Landlord’s withholding of its consent to a shall be reasonable if the assignee or sublessee proposed assignment of this Lease or subletting of the Demised Premises to a party which (i) is, in the reasonable judgment of Landlord, of a character or reputation or is engaged in by Tenant conducts a business which would not be harmful to the image and reputation of that is incompatible with the Property and its tenants, or can reasonably be expected to perform the obligations proposed assignee or sublessee is at that time a tenant or occupant of “Tenant” hereunder; (ii) will not use the Demised Premises in a manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant portion of the Property; (iii) proposes to use the Demised Premises so as to not materially increase the pedestrian or vehicular traffic to the Demised Premises or Property; and without limiting the foregoing, Landlord may withhold its consent (and it shall not be deemed unreasonable), to any such assignment or subletting of the Demised Premises to any party (A) which is a governmental entity (or subdivision or agency thereof); (B) which is a prospective tenant that has delivered to or received from Landlord (within the prior four (4) months) a written proposal to lease comparable and competing space in the Property before Tenant or its agent contacts such party and said space remains vacant; or (C) which intends to use, store, or generate any Hazardous Materials in, on, or about the Demised Premises other than amounts permitted under this Lease. Any assignment or sublease to which Landlord may consent (one consent not being any basis to contend that Landlord should consent to a further assignment or sublettingchange) shall not relieve Tenant of any of its obligations hereunder. In the event of a request for assignment or sublease, Tenant shall reimburse Landlord for all of its reasonable, actual, out-of-pocket expenses in connection therewith, including legal expenses (not to exceed a total of $1,000 per request). In no event shall this Lease be assignable by operation of any law, and Tenant's ’s rights hereunder may not become, and shall not be listed by Tenant as an asset under any bankruptcy, insolvency, or reorganization proceedings. Tenant is not, may not become, and shall never represent itself to be an agent of Landlord, and Tenant expressly recognizes that Landlord's ’s title is paramount, and that it can do nothing to affect or impair Landlord's ’s title. Except for Permitted Assignments and the subleasing of different portions of the Demised Premises to subtenants, Landlord’s consent to assignment or subleasing shall be conditioned upon no further assignment of the Lease or subleasing of the Demised Premises, without Landlord’s consent, which Landlord may grant or withhold in its sole discretion. Tenant may not sublease the Demised Premises to more than five subtenants at the same time and the dividing line between those subtenants must occur along dividing lines reasonably agreeable to Landlord. Notwithstanding anything to the contrary contained in this Section 13.01, provided Tenant is not in default hereunder (beyond any applicable notice of cure period), Tenant may assign this Lease or sublet the Demised Premises without Landlord’s consent (provided that Tenant shall provide written notice thereof to the Landlord within thirty (30) days of such transferLandlord) to: (a) any entity resulting from a merger or consolidation to which Tenant is a party; or (b) any entity which purchases all or substantially all of Tenant’s assets or business; or (c) any affiliate or parent company of Tenant; provided the same remains an affiliate or parent company of Tenant and the permitted use hereunder remains unchanged (all “Permitted Assignments”). Tenant shall not be released from any of its obligations hereunder by any such assignment or subletting.

- ASSIGNMENT OF LEASE - SUBLEASE. Tenant may not assign or encumber this Lease, and may not sublet any part or all of the Demised Premises without the written consent of Landlord, which shall not be unreasonably withheldNOT BE UNREASONABLY WITHHELD OR DELAYED. LANDLORD'S CONSIDERATION OF REASONABLENESS MAY INCLUDE THE ASSIGNEE OR SUBLESSEE'S COMPATIBILITY WITI4 EXISTING TENANTS AND THE COMPATIBILITY OF LEASING SPACE TO NEW TENANTS. TENANT MAY ASSIGN OR SUBLET THIS LEASE TO AN AFFILIATE PERSON OF TENANT PROVIDED THAT LANDLORD SHALL DETERMINE IN ITS REASONABLE DISCRETION THAT SUCH AFFILIATE IS COMPATIBLE WITH EXISTING TENANTS AND WITH THE LEASING OF SPACE TO NEW TENANTS. FOR PURPOSES OF THIS SECTION 13.01, conditioned or delayed. Landlord agrees not to unreasonably withhold its consent to a proposed assignment of this Lease or subletting of the Demised Premises to a party which (i) isTHE WORDS "AFFILIATE PERSON OF TENANT" MEANS A PERSON, in the reasonable judgment of LandlordDIRECTLY OR INDIRECTLY, of a character or reputation or is engaged in a business which would not be harmful to the image and reputation of the Property or can reasonably be expected to perform the obligations of “Tenant” hereunder; (ii) will not use the Demised Premises in a manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Property; (iii) proposes to use the Demised Premises so as to not materially increase the pedestrian or vehicular traffic to the Demised Premises or Property; and without limiting the foregoingTHROUGH ONE OR MORE INTERMEDIARIES, Landlord may withhold its consent (and it shall not be deemed unreasonable), to any such assignment or subletting of the Demised Premises to any party (A) which is a governmental entity (or subdivision or agency thereof); (B) which is a prospective tenant that has delivered to or received from Landlord (within the prior four (4) months) a written proposal to lease comparable and competing space in the Property before Tenant or its agent contacts such party and said space remains vacant; or (C) which intends to use, store, or generate any Hazardous Materials in, on, or about the Demised Premises other than amounts permitted under this LeaseCONTROLLED BY TENANT OR UNDER COMMON CONTROL WITH TENANT. Any assignment or sublease to which Landlord may consent (one consent not being any basis to contend that Landlord should consent to a further assignment or sublettingchange) shall not relieve Tenant of any of its obligations hereunder. In the event of a request for assignment or sublease, Tenant shall reimburse Landlord for all of its reasonable, actual, out-of-pocket expenses in connection therewith, including legal expenses (not to exceed a total of $1,000 per request). In no event shall this Lease be assignable by operation of any law, and Tenant's rights hereunder may not become, and shall not be listed by Tenant as an asset under any bankruptcy, insolvency, or reorganization proceedings. Tenant is not, may not become, and shall never represent itself to be an a agent of Landlord, and Tenant expressly recognizes that Landlord's title is paramount, and that it can do nothing to affect or impair Landlord's title. Except for Permitted Assignments and the subleasing of different portions of the Demised Premises to subtenants, Landlord’s consent to assignment or subleasing shall be conditioned upon no further assignment of the Lease or subleasing of the Demised Premises, without Landlord’s consent, which Landlord may grant or withhold in its sole discretion. Tenant may not sublease the Demised Premises to more than five subtenants at the same time and the dividing line between those subtenants must occur along dividing lines reasonably agreeable to Landlord. Notwithstanding anything to the contrary contained in this Section 13.01, provided Tenant is not in default hereunder (beyond any applicable notice of cure period), Tenant may assign this Lease or sublet the Demised Premises without Landlord’s consent (provided that Tenant shall provide written notice thereof to the Landlord within thirty (30) days of such transfer) to: (a) any entity resulting from a merger or consolidation to which Tenant is a party; or (b) any entity which purchases all or substantially all of Tenant’s assets or business; or (c) any affiliate or parent company of Tenant; provided the same remains an affiliate or parent company of Tenant and the permitted use hereunder remains unchanged (all “Permitted Assignments”). Tenant shall not be released from any of its obligations hereunder by any such assignment or subletting.

- ASSIGNMENT OF LEASE - SUBLEASE. Tenant may not assign or encumber this Lease, and may not sublet any part or all of the Demised Premises without the written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed. Landlord agrees not to unreasonably withhold its consent to a proposed assignment of this Lease or subletting of the Demised Premises to a party which (i) is, in the reasonable judgment of Landlord, of a character or reputation or is engaged in a business which would not be harmful to the image and reputation of the Property or can reasonably be expected to perform the obligations of “Tenant” hereunder; (ii) will not use the Demised Premises in a manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Property; (iii) proposes to use the Demised Premises so as to not materially increase the pedestrian or vehicular traffic to the Demised Premises or Property; and without limiting the foregoing, Landlord may withhold its consent (and it shall not be deemed unreasonable), to any such assignment or subletting of the Demised Premises to any party (A) which is a governmental entity (or subdivision or agency thereof); (B) which is a prospective tenant that has delivered to or received from Landlord (within the prior four (4) months) a written proposal to lease comparable and competing space in the Property before Tenant or its agent contacts such party and said space remains vacant; or (C) which intends to use, store, or generate any Hazardous Materials in, on, or about the Demised Premises other than amounts permitted under this Lease. Any assignment or sublease to which Landlord may consent (one consent not being any basis to contend that Landlord should consent to a further assignment or subletting) shall not relieve Tenant of any of its obligations hereunder. In the event of a request for assignment or sublease, Tenant shall reimburse Landlord for all of its reasonable, actual, out-of-pocket expenses in connection therewith, including legal expenses (not to exceed expenses. A transfer of a total controlling interest in Tenant shall be deemed an assignment of $1,000 per request)this Lease. In no event shall this Lease be assignable by operation of any law, and Tenant's rights hereunder may not become, and shall not be listed by Tenant as an asset under any bankruptcy, insolvency, or reorganization proceedings. Tenant is not, may not become, and shall never represent itself to be an agent of Landlord, and Tenant expressly recognizes that Landlord's title is paramount, and that it can do nothing to affect or impair Landlord's title. Except for Permitted Assignments and the subleasing of different portions of the Demised Premises to subtenants, Landlord’s consent to assignment or subleasing shall be conditioned upon no further assignment of the Lease or subleasing of the Demised Premises, without Landlord’s consent, which Landlord may grant or withhold in its sole discretion. Tenant may not sublease the Demised Premises to more than five subtenants at the same time and the dividing line between those subtenants must occur along dividing lines reasonably agreeable to Landlord. Notwithstanding anything to the contrary contained in this Section 13.01, provided Tenant is not in default hereunder (beyond any applicable notice of cure period)hereunder, Tenant may assign this Lease or sublet the Demised Premises without Landlord’s consent (provided that Tenant shall provide written notice thereof to the Landlord within thirty (30) days of such transferLandlord) to: (a) any entity resulting from a merger or consolidation to which Tenant is a party; or (b) any entity which purchases all or substantially all of Tenant’s assets or business; or (c) any affiliate or parent company of Tenant; provided the same remains an affiliate or parent company of Tenant and the permitted use hereunder remains unchanged (all “Permitted Assignments”)unchanged. Tenant shall not be released from any of its obligations hereunder by any such assignment or subletting.