Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as of the date of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i), (ii) or (iii) shall be referred to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be entitled to require an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord or, as the case may be, 75% of any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant. c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.
Appears in 2 contracts
Samples: Lease Agreement (Docent Inc), Lease Agreement (Docent Inc)
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, which consent shall not be unreasonably withheld. RIDER NO. 31 Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other or to a third party shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 50% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all classes of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i)issued, (ii) or (iii) shall be referred to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be outstanding and entitled to require vote for election of directors. RIDER NO. 32 The preceding two sentences shall not apply to corporations the stock of which is traded through an increase in exchange or over the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such eventcounter. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably requestRIDER NO. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. 33 All Rent rent received by Tenant from its subtenants in excess of the Rent rent payable by Tenant to Landlord under this Lease applicable to the portion (allocated on a square footage basis in cases of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, partial subleasing) shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord orLandlord, as the case may be, 75% of and any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant requests Landlord Xxxxxxxx to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' fees and costs incurred in connection with such request, whichever is greater. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: :
(a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: ; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.
Appears in 2 contracts
Samples: Industrial/Business Park Lease (Medicalogic Inc), Industrial/Business Park Lease (Medicalogic Inc)
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's ’s authorized representatives, employees, invitees invitees, guests or guestsa Permitted Transferee) to occupy or use all or any part of the Premises without first obtaining Landlord's ’s consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's ’s prior written consent shall be voidable and at Landlord's ’s election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease without Landlord's ’s prior written consent to: (i) in the event of a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as of the date of the assignment at least equal to that reorganization of Tenant immediately prior to completion through the sale of the subject merger, consolidation all or reorganization, (ii) a purchaser of substantially all portion of Tenant's assets, provided that immediately following ’s Capital Stock by Initial Public Offering (such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i), (ii) or (iii) event shall be referred to as a "transfer to a “Permitted Transferee"”). In connection with any assignment as described in the sentence immediately aboveassignment, Landlord shall be entitled to require an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable ’s discretion given the financial condition of Tenant and the assignee following such event. In connection with any Sublease, Landlord shall be entitled to hold any Security Deposit paid by Sublessee to Sublessor, which Security Deposit shall be held by Landlord in accordance with the provisions of the Sublease. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord or, as the case may be, 75% of any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.
Appears in 2 contracts
Samples: Standard Single Tenant NNN Lease (Lsi Logic Corp), Standard Single Tenant NNN Lease (Lsi Logic Corp)
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as of the date of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i), (ii) or (iii) shall be referred to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be entitled to require an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, subleased shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord orLandlord, as the case may be, 75% of or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. , all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: ; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, may at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19par19.
Appears in 1 contract
Samples: Standard Single Tenant NNN Lease (Media Arts Group Inc)
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as of the date of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i), (ii) or (iii) shall be referred to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be entitled to require an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, subleased shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord orLandlord, as the case may be, 75% of or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request up to $1,000.00 per request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. , all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease provided, however, that Landlord shall have no right to collect such rent and other revenues until the occurrence of an act of default under this Lease.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: ; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, may at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.,
Appears in 1 contract
Samples: Standard NNN Lease (Infoseek Corp)
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as of the date of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i), (ii) or (iii) shall be referred to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be entitled to require an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, subleased shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord orLandlord, as the case may be, 75% of or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request up to $1,000.00 per request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. , all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable collectible pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease provided, however, that Landlord shall have no right to collect such rent and other revenues until the occurrence of an act of default under this Lease.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: ; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, may at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.,
Appears in 1 contract
Samples: Standard NNN Lease (Infoseek Corp)
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent Landlord may withhold or condition in its sole discretion. No assignment or sublease shall not be unreasonably withheldrelease Tenant from the obligation to perform all obligations under this Lease. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all classes of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i)issued, (ii) or (iii) shall be referred to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be outstanding and entitled to require vote for election of directors. This Section 19 shall not apply to corporations the stock of which is traded through an increase in exchange or over the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord orLandlord, as the case may be, 75% of or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" In lieu of granting consent to any proposed Transfer for which Xxxxxx is required to obtain Landlord's consent, Landlord reserves the right to terminate this Lease or, in the case of subletting of less than all the Premises, to terminate this Lease with respect to such portion of the Premises, as of the proposed effective date of such Transfer, in which event Landlord may enter into the relationship of landlord and tenant with such proposed Transferee. Notwithstanding the foregoing, Xxxxxxxx's recapture right shall not apply to a Permitted Transfersublease if (a) the term of the sublease ends at least 1 year prior to the end of the term of the Lease and contains no extension rights, and (b) the total area subleased, including the sublease at issue, will be less than 80% of the Premises. If Tenant requests Landlord Xxxxxxxx to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' attorney's fees and costs incurred in connection with such request, whichever is greater. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: ; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.
Appears in 1 contract
Samples: Lease Agreement (Helix Biomedix Inc)
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consentconsent which Landlord may withhold or condition in its sole discretion, which provided only that (a) Landlord shall consent to a merger or combination and associated assignment or sublease for the same use where (i) the succeeding entity has a net worth equal to or greater than that of Tenant immediately prior to the assignment or sublease and (ii) Tenant's management team is a substantial part of the management team of the successor entity and (b) Landlord shall not be unreasonably withheldconsent to a sublease for the same use to a subtenant of equal or greater financial strength from Tenant. No assignment or sublease shall release Tenant from the obligation to perform all obligations under this Lease. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all classes of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i)issued, (ii) or (iii) shall be referred to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be outstanding and entitled to require vote for election of directors. This Section 19 shall not apply to corporations the stock of which is traded through an increase in exchange or over the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord orLandlord, as the case may be, 75% of or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant requests Landlord Xxxxxxxx to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' attorney's fees and costs incurred in connection with such request, whichever is greater, not to exceed $250 per transaction. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: ; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant Xxxxxx and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.
Appears in 1 contract
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's Tenants authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent shall not be unreasonably withheldLandlord may withhold in its sole discretion. Any assignment, assignment encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If It Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, ; or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary involuntary, or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, ; consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage percetage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all classes of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i)issued, (ii) or (iii) shall be referred to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be outstanding and entitled to require vote for election of directors. This Section 18 shall not apply to corporations the stock of which is traded through an increase in exchange or over the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord orLandlord, as the case may be, 75% of or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant requests Landlord Xxxxxxxx to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, Landlord whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' fees and costs incurred in connection with such request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Leasewhichever is greater.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if If Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if If a writ of attachment or execution is levied on this Lease: ; or (c) if If in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.
Appears in 1 contract
Samples: Lease Agreement (Integcom Corp)
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's ’s authorized representatives, employees, invitees or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's ’s consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's ’s prior written consent shall be voidable and at Landlord's ’s election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease without Landlord's ’s prior written consent to: (i) in the event of a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as of the date of the assignment at least equal to that reorganization of Tenant immediately prior to completion through the sale of the subject merger, consolidation all or reorganization, (ii) a purchaser of substantially all portion of Tenant's assets, provided that immediately following ’s Capital Stock by Initial Public Offering (such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i), (ii) or (iii) event shall be referred to as a "transfer to a “Permitted Transferee"”). In connection with any assignment as described in the sentence immediately aboveassignment, Landlord shall be entitled to require an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable ’s discretion given the financial condition of Tenant and the assignee following such event. In connection with any Sublease, Landlord shall be entitled to hold any Security Deposit paid by Sublessee to Sublessor, which Security Deposit shall be held by Landlord in accordance with the provisions of the Sublease. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord or, as the case may be, 75% of any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.
Appears in 1 contract
Samples: Standard NNN Lease (Pixelworks Inc)
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Subject to the last sentence of this Section 19.a, if Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger merger, consolidation or non-bankruptcy reorganization, provided that the surviving Corporation corporation in connection with any such assignment shall have a minimum net worth as of the date of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation purchase (a transferee described in (i), (ii) or (iiiii) shall be referred to as a "Permitted TransfereePERMITTED TRANSFEREE"). In connection with Notwithstanding the foregoing, in the event that any assignment as described in the sentence immediately above results in the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, Landlord shall be entitled to require an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. respectively, Tenant shall give Landlord at least sixty (60) days not be required to obtain the prior written notice consent of any intended Landlord to such transfer to a Permitted Transferee Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the subleasesublease and any other reasonable subleasing costs, shall be deemed "Bonus RentBONUS RENT" and 75% fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord Landlord, or, as the case may be, 75% fifty percent (50%) of any all sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" Rent in the event case of a sublease or assignment to a Permitted TransferTransferee. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request up to a maximum amount of $2,000.00 per request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. , all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of this Lease, provided that the principal purpose of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment (as hereinafter defined) through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: ; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.
Appears in 1 contract
Samples: Standard Modified Gross Office Lease (Earthlink Inc)
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's ’s authorized representatives, employees, invitees or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's ’s consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's ’s prior written consent shall be voidable and at Landlord's ’s election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease without Landlord's ’s prior written consent to: (i) a successor corporation related to Tenant by merger merger, consolidation or non-bankruptcy reorganization, provided that the surviving Corporation corporation in connection with any such assignment shall have a minimum net worth as of the date of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all of Tenant's ’s assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant Tenant, or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i), (ii) or (iii) shall be referred to as a "“Permitted Transferee"”). In connection with any assignment as described in the sentence immediately above, Landlord shall be entitled to require an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's ’s reasonable discretion given the financial condition of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' ’ fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "“Bonus Rent" ” and 75% of the Bonus Rent shall be promptly paid to Landlord Landlord, or, as the case may be, 75% of any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "“Bonus Rent" ” in the event of a Permitted Transfer. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's ’s reasonable attorneys' ’ fees and costs incurred in connection with such request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's ’s determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's ’s obligations under the Lease. , all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's ’s obligations under the Lease.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's ’s consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's ’s notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's ’s election under this (P) 19¶19.c. At the time of termination, all obligations of both parties hereunder shall terminate as to obligations thereafter accruing except as otherwise expressly provided in this Lease.
Appears in 1 contract
Samples: Lease Agreement (Docent Inc)
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employeesemployees invitees, invitees or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent shall not be unreasonably withheldLandlord may withhold or condition in its sole discretion. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all classes of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i)issued, (ii) or (iii) shall be referred to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be outstanding and entitled to require vote for election of directors. This Section 19 shall not apply to corporations the stock of which is traded through an increase in exchange or over the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord orLandlord, as the case may be, 75% of or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' attorney's fees and costs incurred in connection with such request, whichever is greater. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: ; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.
Appears in 1 contract
Samples: Multi Tenancy Industrial Lease (Styrochem International LTD)
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent shall not be unreasonably withheldLandlord may withhold in its sole discretion. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, partnership a withdrawal or change, voluntary, involuntary or by operation of law of any partner, ; or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to or the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, ; consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all classes of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i)issued, (ii) or (iii) shall be referred to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be outstanding and entitled to require vote for election of directors. This Section 18 shall not apply to corporations the stock of which is traded through an increase in exchange or over the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord orLandlord, as the case may be, 75% of or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant requests Landlord to Landxxxx xx consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' fees and costs incurred in connection with such request, whichever is greater. Each request for consent Any transfer of a controlling percentage of capital stock to merger, consolidation or reorganization with any affiliated entity, family member or person having interest in Tenant shall not be deemed an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Leasehereunder.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if If Tenant is or becomes bankrupt bankruptcy or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of or the partnership or other person or entity is or becomes bankrupt or insolvent, insolvent or makes an assignment for the benefit of creditors; or (b) if ____ a writ of attachment or execution is levied ________ on this Lease: ; or (c) if If in any proceeding or action to ____ which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this the Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.
Appears in 1 contract
Samples: Lease Agreement (Security Associates International Inc)
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger merger, consolidation or non-non- bankruptcy reorganization, provided that the surviving Corporation corporation in connection with any such assignment shall have a minimum net worth as of the date of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of at least fifty percent (50%) of Tenant's capital stock or substantially all of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a reorganization of Tenant through the sale of all or transfer a portion of a controlling percentage of the Tenant's capital stock of Tenant if by Initial Public Offering (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee an event described in (i), (ii) ), or (iii) above shall be referred to as a transfer to a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be entitled to require an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord or, as the case may be, 75% of any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.
Appears in 1 contract
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent shall not be unreasonably withheldLandlord may withhold in its sole discretion. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, ; or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, ; consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all classes of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i)issued, (ii) or (iii) shall be referred to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be outstanding and entitled to require vote for election of directors. This Section 18 shall not apply to corporations the stock of which is traded through an increase in exchange or over the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord orLandlord, as the case may be, 75% of or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant requests Landlord Xxxxxxxx to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, . whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' fees and costs incurred in connection with such request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Leasewhichever is greater.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if If Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if If a writ of attachment or execution is levied on this Lease: ; or (c) if If in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.
Appears in 1 contract
Samples: Lease Agreement (Diversified Security Solutions Inc)
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease without Landlord's prior written consent to: Seventy-five percent (i75%) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as of the date of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i), (ii) or (iii) shall be referred to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be entitled to require an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, subleased shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord orLandlord, as the case may be, or seventy-five percent (75% %) of any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" Landlord less Tenant's reasonable cost of real estate commissions, tenant improvements and reasonable legal fees in the event of a Permitted Transferconnection with said assignment or sublet. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. , all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's Tenants obligations under the Lease.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: ; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election electron under this (P) 19P)19.
Appears in 1 contract
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent shall not be unreasonably withheldwithheld for Tenant's meeting the then Project standards for creditworthiness and use. No assignment or sublease shall release Tenant from the obligation to perform all obligations under this Lease. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all classes of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i)issued, (ii) or (iii) shall be referred to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be outstanding and entitled to require vote for election of directors. This Section 19 shall not apply to corporations the stock of which is traded through an increase in exchange or over the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition counter. Fifty (50%) of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent all rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord orLandlord, as the case may be, 75% of or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" In lieu of granting consent to any proposed Transfer for which Tenant is required to obtain Landlord's consent, Landlord resexxxx xhe right to terminate this Lease or, in the case of subletting of less than all the Premises, to terminate this Lease with respect to such portion of the Premises, as of the proposed effective date of such Transfer, in which event Landlord may enter into the relationship of landlord and tenant with such proposed Transferee. Notwithstanding the foregoing, Landlord's recapture right shall not apply to a Permitted Transfersublease if (a) thx xxxx xf the sublease ends at least 1 year prior to the end of the term of the Lease and contains no extension rights, and (b) the total area subleased, including the sublease at issue, will be less than 80% of the Premises. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall Tenaxx xxxxl pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' attorney's fees and costs incurred in connection with such request, whichever is greater. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: ; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision . Anything in this Section 19 to the contrary notwithstanding, Landlord hereby consents to an assignment of this Lease Lease, or to the contrary, in any event where Landlord's consent is required for (i) assignment a subletting of all or (ii) sublease of more than 50% part of the Premises, Landlord mayto (a) the parent of Tenant or to a wholly-owned subsidiary of Tenant or of such parent, (b) any corporation or other entity into which or with which Tenant may be merged or consolidated, provided that the net worth of the resulting entity is at its optionleast equal to Ten Million Dollars ($10,000,000), elect or (c) any entity to terminate the Lease instead of approving the requested assignment which Tenant sells all or sublease. Should Landlord so elect to terminate this Lease, substantially all of its assets, provided that the obligations net worth of the parties thereunder resulting entity is at least equal to Ten Million Dollars ($10,000,000), and such entity expressly assumes all of Tenant's obligations hereunder. Transfer of all or any portion of the ownership of stock in Tenant shall terminate on not be deemed an assignment of this Lease if such transfer is made (x) pursuant to or in connection with an initial public offering or any offering of the later stock of sixty (60) days following Landlord's notice to Tenant of its election hereunderTenant, or (y) once the effective date stock of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19Tenant is publicly traded on a recognized public stock exchange.
Appears in 1 contract
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent Landlord shall not be unreasonably withheldwithhold for tenants meeting Landlord's then existing generally applied standards for creditworthiness and use. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all classes of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i)issued, (ii) or (iii) shall be referred to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be outstanding and entitled to require vote for election of directors. This Section 19 shall not apply to corporations the stock of which is traded through an increase in exchange or over the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord orLandlord, as the case may be, 75% of or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant requests Landlord to Landxxxx xx consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' attorney's fees and costs incurred in connection with such request, whichever is greater. Each request for consent Anything contained herein to the contrary notwithstanding, Landlord hereby consents to (provided that Tenant shall notify Landlord in advance of) an assignment of this Lease, or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion part of the Premises, immediately and irrevocably assign to Landlord as security for (a) the parent of Tenant or to a wholly-owned subsidiary of Tenant or of such parent, (b) any corporation into which or with which Tenant may be merged or consolidated or (c) any entity to which Tenant sells all or substantially of its assets, provided that the assignee expressly assumes all of Tenant's obligations under hereunder and that the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 mates an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: ; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.
Appears in 1 contract
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. Notwithstanding the foregoing, Landlord's consent shall not be required for any assignment or subletting to (i) an affiliate of Tenant, so long as such assignment or sublease is not simply one step in a transaction through which an interest of Tenant is or under this Lease or in the Premises is being transferred ultimately to a person which is not an affiliate of Tenant, or (ii) an entity occupying space within the Premises solely in connection with joint development projects with Tenant. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger merger, consolidation or non-bankruptcy reorganization, provided that the surviving Corporation corporation in connection with any such assignment shall have a minimum net worth as of the date of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock reorganization of Tenant if through the sale of all or a portion of Tenant's Capital Stock by Initial Public Offering (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee an event described in (i), (ii) or (iii) above shall be referred to as a transfer to a "Permitted TransfereePERMITTED TRANSFEREE"). In connection with any assignment as described in the sentence immediately above, Landlord shall be entitled to require an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty thirty (6030) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting 21 therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus RentBONUS RENT" and Seventy-five percent (75% %) of the Bonus Rent shall be promptly paid to Landlord Landlord, or, as the case may be, Seventy-five percent (75% %) of any all sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There Notwithstanding the foregoing, during the first thirty six (36) months of the Term of this Lease Tenant shall be no deemed "required to pay only 50% of the Bonus Rent" in Rent to Landlord with respect to the event Sublease of a Permitted Transferany portion of the Expansion Premises. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. , all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: ; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of to this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premisessublease, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19P.19.
Appears in 1 contract
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent shall not be unreasonably withheldwithheld for tenants meeting Landlord's
22. then-existing standards for creditworthiness and use. No assignment or sublease shall release Tenant from the obligation to perform all obligations under this Lease. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all classes of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i)issued, (ii) or (iii) shall be referred to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be outstanding and entitled to require vote for election of directors. This Section 19 shall not apply to corporations the stock of which is traded through an increase in exchange or over the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition counter. Seventy-five (75%) of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent all rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleasedLease, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord or, as the case may be, 75% of or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease after deducting therefrom brokers' commissions, reasonable attorneys' fees and costs for improving the Premises for such subtenants or assignee (said costs to be amortized, without interest, over the term of the sublease or remaining term of the Lease, as applicable), shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant requests Landlord Xxxxxxxx to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' fees and costs attorney's fees, not to exceed $ 1,000, incurred in connection with such request, whichever is greater. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: ; or (c) if in any proceeding or action to which Tenant Xxxxxx is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. . Notwithstanding any other provision of this Lease anything to the contrarycontrary contained in this Lease, in any event where Landlord's consent provided that the net worth of the succeeding entity is required for (i) assignment or (ii) sublease of more not less than 5075% of the net worth of Tenant, Tenant may assign this Lease or sublet the Premises, or any portion thereof, without Landlord's consent, to any entity which controls, is controlled by, or is under common control with Tenant; to any entity which results from a merger of, reorganization of, or consolidation with Tenant; to any entity engaged in a joint venture with Tenant; or to any entity which acquires substantially all of the stock or assets of Tenant, as a going concern, with respect to the business that is being conducted in the Premises (hereinafter each a "Permitted
23. Transfer"). In addition, a sale or transfer of the capital stock of Tenant shall be deemed a Permitted Transfer if (1) such sale or transfer occurs in connection with any bona fide financing or capitalization for the benefit of Tenant, or (2) Tenant is or becomes a publicly traded corporation. Landlord may, at its option, elect shall have no right to terminate the Lease instead of approving the requested assignment in connection with, and shall have no right to any sums or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19other economic consideration resulting from any Permitted Transfer.
Appears in 1 contract
Samples: Lease Agreement (Blue Nile Inc)
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent shall not be unreasonably withheldLandlord may withhold or condition in its sole discretion. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all classes of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i)issued, (ii) or (iii) shall be referred to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be outstanding and entitled to require vote for election of directors. This Section 19 shall not apply to corporations the stock of which is traded through an increase in exchange or over the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant tenant from its subtenants in excess of the Rent rent payable by Tenant tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord orLandlord, as the case may be, 75% of or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant requests Landlord Xxxxxxxx to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' attorney's fees and costs incurred in connection with such request, whichever is greater. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease.
b. No The interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: ; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.
Appears in 1 contract
Samples: Lease Agreement (Igenisys Inc)
Assignment or Sublease. a. Tenant shall not assign sha11 not, either voluntarily or encumber its interest in this Lease by operation of law, assign, encumber, pledge, or the Premises otherwise transfer or sublease hypothecate all or any part of the Premises or allow any other person or entity (except Tenant's authorized representativesleasehold estate hereunder, or permit the Leased Premises to be occupied by anyone other than Tenant or Tenant's employees, invitees or guests) to occupy or use all or sublet the Leased Premises ____ any part of the Premises without first obtaining Landlord's consentportion thereof, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's prior written consent in every instance. Tenant shall be voidable give Landlord written notice of such desire at least thirty (30) days in advance of the date on which Tenant desires to make such assignment or sublease, which notice shall include the name, address, evidence of financial capability, and at Landlord's election, other pertinent information regarding the proposed assignee or sublessee. Landlord agrees to cooperate with Tenant in satisfying _______ interest requirements of its existing lenders.
a. No assignment or subletting by Tenant shall constitute a defaultrelieve Tenant of any obligations under this Lease Agreement. If Tenant is a partnership, a withdrawal of or changechange in partners, voluntaryin one or more transfers, involuntary or by operation of law of any partner, or the dissolution of owning more than a fifty percent(50%) interest in the partnership, shall be deemed constitute a voluntary assignmentassignment and shall __ subject to be provisions of this section. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporationcorporation (excluding any corporation whose stock is traded on NASDAQ), any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other a transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) or more of the value corporation's stock in one or more transfers to a single party and/or its affiliates, or a change in the control of such company, unless the transfer of stock or control is to a corporation whose net worth exceeds $50,000,000 and which has a long term debt to equity ratio or less than ________ deemed for the purposes hereof to be an assignment of this Lease, and shall be subject to the provisions of this section.
b. In the event Tenant shall propose to a _____ or sublet the Leased Premises and request the consent of Landlord to any assignment or _______, or if Tenant shall request consent of Landlord to any other act Tenant _________ _____ ____ provided, then Tenant shall pay Landlord's reasonable attorney's fees incurred in connection therewith. Any assignment or subletting shall not relieve Tenant from responsibility under the Lease Agreement, and Tenant shall therefore remain liable for the faithful performance of the assets Lease Agreement in case of breach or default by assignee or sublessee.
c. If the proposed Base Rental between Tenant and any Sublessee is greater the Base Rental of this lease, then fifty percent (50% of _____ excess renta1 shall be deemed a voluntary assignment. Notwithstanding Additional Rent owed by Tenant to Landlord.
d. Tenant shall not publicly advertise the sentence immediately above, if the Rent for which Tenant is a corporation, willing to sublet the Tenant shall be entitled to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as of the date space; and all public advertisements of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation Lease Agreement or reorganization, (ii) a purchaser sublet of substantially all of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchaseLeased Premises, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i)portion thereof, (ii) or (iii) shall be referred subject to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be entitled to require an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed approval in writing by Landlord.
e. In any assignment or transfer each assignee or transferee, no assignment other than Landlord, shall relieve Tenant of any of its assume, as provided herein, all obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable Agreement which relate to the all or a portion of the Leased Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord orassigned or sublet, as the case may be, 75% and shall be and remain liable jointly and severally with Tenant for the payment of the Rent and for due performance of all the terms, convenants, conditions and agreements herein contained on Tenant's part to be performed during the term of this Lease Agreement.
f. No consent by Landlord to assignment or subletting by Tenant shall relieve Tenant of any sums (determined in the same manner as Bonus Rent) obligation to be paid performed by an assignee the Tenant under this Lease Agreement, whether accruing before or after such assignment of subletting, unless granted by Landlord to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlordwriting. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant requests The consent by Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request. Each request for consent to an any assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant not relieve Tenant from the obligation to obtain Landlord's determination as express written consent to the financial and operational responsibility and stability of the proposed assignee any other assignment or sublessee and the appropriateness of the proposed use by such assignee or sublesseesubletting. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any Any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney which is not in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease.
b. No interest of Tenant in compliance with this Lease Agreement shall be assignable by involuntary assignment through operation void, and, at the option of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment Landlord shall constitute a material default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case under this Lease shall not be treated as an asset of TenantAgreement.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.
Appears in 1 contract
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises except to a parent, subsidiary or affiliate of Tenant, or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent shall not be unreasonably withheld. Any such assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as of the date of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i), (ii) or (iii) shall be referred to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be entitled to require an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord or, as the case may be, 75% of any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: an
(a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: ; or (c) if in any proceeding or action to which Tenant is Tenaxx xx a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.
Appears in 1 contract
Samples: Industrial Lease (Optiva Corp /Wa/)
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this the Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent Landlord shall not be unreasonably withheldwithhold. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all classes of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i)issued, (ii) or (iii) shall be referred to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be outstanding and entitled to require vote for election of directors. This Section 17 shall not apply to corporations the stock of which is traded through an increase in exchange or over the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord orLandlord, as the case may be, 75% of or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' fees and costs incurred in connection with such request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Leasewhichever is greater.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if If Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if it Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if If a writ of attachment or execution is levied on this Lease: or , of (c) if If in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.
Appears in 1 contract
Samples: Lease Agreement (Invivo Corp)
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except a successor by merger or acquisition which is continuing Tenant’s use, Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent shall not be unreasonably withheldwithheld for tenants meeting Landlord’s then existing standards for creditworthiness and use. No assignment or sublease shall release Tenant from the obligation to perform all obligations under this Lease. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all classes of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i)issued, (ii) or (iii) shall be referred to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be outstanding and entitled to require vote for election of directors. This Section 19 shall not apply to corporations the stock of which is traded through an increase in exchange or over the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord or(provided that Tenant may amortize the costs of leasing commissions and improvements made for the new tenant over the term of the assignment or sublease in equal monthly installments without interest, as and such amortization may be deducted from the case may beexcess rent otherwise due Landlord), 75% of or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" In lieu of granting consent to any proposed Transfer for which Tenant is required to obtain Landlord’s consent, Landlord reserves the right to terminate this Lease or, in the case of subletting of less than all the Premises, to terminate this Lease with respect to such portion of the Premises, as of the proposed effective date of such Transfer, in which event Landlord may enter into the relationship of landlord and tenant with such proposed Transferee. Notwithstanding the foregoing, Xxxxxxxx’s recapture right shall not apply to a Permitted Transfersublease if (a) the term of the sublease ends at least 1 year prior to the end of the term of the Lease and contains no extension rights, and (b) the total area subleased, including the sublease at issue, will be less than 80% of the Premises. If Tenant requests Landlord Xxxxxxxx to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' attorney's fees and costs incurred in connection with such request, whichever is greater. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: ; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.
Appears in 1 contract
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent shall not be unreasonably withheldLandlord may withhold or condition in its sole discretion. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all classes of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i)issued, (ii) or (iii) shall be referred to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be outstanding and entitled to require vote for election of directors. This Section 19 shall not apply to corporation the stock of which is traded through an increase in exchange or over the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord orLandlord, as the case may be, 75% of or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' attorneys fees and costs incurred in connection with such request, whichever is greater. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other the person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: ; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.
Appears in 1 contract
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent Landlord may withhold or condition in its sole discretion. No assignment or sublease shall not be unreasonably withheldrelease Tenant from the obligation to perform all obligations under this Lease. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all classes of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i)issued, (ii) or (iii) shall be referred to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be outstanding and entitled to require vote for election of directors. This Section 19 shall not apply to corporations the stock of which is traded through an increase in exchange or over the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord orLandlord, as the case may be, 75% of or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" In lieu of granting consent to any proposed Transfer for which Txxxxx is required to obtain Landlord's consent, Landlord reserves the right to terminate this Lease or, in the case of subletting of less than all the Premises, to terminate this Lease with respect to such portion of the Premises, as of the proposed effective date of such Transfer, in which event Landlord may enter into the relationship of landlord and tenant with such proposed Transferee. Notwithstanding the foregoing, Lxxxxxxx's recapture right shall not apply to a Permitted Transfersublease if (a) the term of the sublease ends at least 1 year prior to the end of the term of the Lease and contains no extension rights, and (b) the total area subleased, including the sublease at issue, will be less than 80% of the Premises. If Tenant requests Landlord Lxxxxxxx to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' attorney's fees and costs incurred in connection with such request, whichever is greater. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: ; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.
Appears in 1 contract
Samples: Lease Agreement (Helix Biomedix Inc)
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, which consent shall not be unreasonably withheld. RIDER NO. 31 Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other or to a third party shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 50% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all classes of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i)issued, (ii) or (iii) shall be referred to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be outstanding and entitled to require vote for election of directors. RIDER NO. 32 The preceding two sentences shall not apply to corporations the stock of which is traded through an increase in exchange or over the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such eventcounter. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably requestRIDER NO. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. 33 All Rent rent received by Tenant from its subtenants in excess of the Rent rent payable by Tenant to Landlord under this Lease applicable to the portion (allocated on a square footage basis in cases of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, partial subleasing) shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord orLandlord, as the case may be, 75% of and any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant requests Landlord to consent xxxxxxx to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' fees and costs incurred in connection with such request, whichever is greater. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: :
(a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: ; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.
Appears in 1 contract
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent shall not be unreasonably withheld, conditioned or delayed for tenant's meeting the then project standard for creditworthiness and use.. No assignment or sublease shall release Tenant from the obligation to perform all obligations under this Lease. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all classes of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i)issued, (ii) or (iii) shall be referred to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be outstanding and entitled to require vote for election of directors. This Section 19 shall not apply to corporations the stock of which is traded through an increase in exchange or over the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord orLandlord, as the case may be, 75% of or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant Xxxxxx requests Landlord Xxxxxxxx to consent to a proposed assignment or subletting, . Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' attorney's fees and costs incurred in connection with such request, whichever is greater. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: ; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.
Appears in 1 contract
Samples: Lease Agreement (Auteo Media Inc)
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, reasonable consent which consent shall not be unreasonably withheldLandlord may withhold or condition in its sole discretion. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) % of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 50% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all classes of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i)issued, (ii) or (iii) shall be referred to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be outstanding and entitled to require vote for election of directors. This Section 19 shall not apply to corporations the stock of which is traded through an increase in exchange or over the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord orLandlord, as the case may be, 75% of or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' attorney's fees and costs incurred in connection with such request, whichever is greater. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.of
Appears in 1 contract
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Subject to the last sentence of this Section 19.a, if Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger merger, consolidation or non-bankruptcy reorganization, provided that the surviving Corporation corporation in connection with any such assignment shall have a minimum net worth as of the date of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation purchase (a transferee described in (i), (ii) or (iiiii) shall be referred to as a "Permitted TransfereePERMITTED TRANSFEREE"). In connection with Notwithstanding the foregoing, in the event that any assignment as described in the sentence immediately above results in the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, Landlord shall be entitled to require an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. respectively, Tenant shall give Landlord at least sixty (60) days not be required to obtain the prior written notice consent of any intended Landlord to such transfer to a Permitted Transferee Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the subleasesublease and any other reasonable subleasing costs, shall be deemed "Bonus RentBONUS RENT" and 75% fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord Landlord, or, as the case may be, 75% fifty percent (50%) of any all sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" Rent in the event case of a sublease or assignment to a Permitted TransferTransferee. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request up to a maximum amount of $2,000.00 per request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. , all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of this Lease, provided that the principal purpose of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment (as hereinafter defined) through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: ; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.
Appears in 1 contract
Samples: Standard Modified Gross Office Lease (WWW Holdings Inc)
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's ’s authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, ’s consent which consent shall not be unreasonably withheldwithheld for tenants meeting Landlord’s then-existing standards for creditworthiness and use. No assignment or sublease shall release Tenant from the obligation to perform all obligations under this Lease. Any assignment, encumbrance or sublease without Landlord's prior ’s written consent shall be voidable and at Landlord's ’s election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding The phrase “controlling percentage” means ownership of and right to vote stock possessing at least 25% of the sentence immediately abovetotal combined voting power of all classes of Tenant’s capital stock issued, if the Tenant is a corporation, the Tenant shall be outstanding and entitled to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related vote for election of directors. This Section 19 shall not apply to Tenant by merger consolidation or non-bankruptcy reorganization, provided that corporations the surviving Corporation in connection with any such assignment shall have a minimum net worth as of the date of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if which is traded through an exchange or over the counter. Seventy-five (175%) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i), (ii) or (iii) shall be referred to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be entitled to require an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent all rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleasedLease, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord or, as the case may be, 75% of or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease after deducting therefrom brokers‘ commissions, reasonable attorneys‘ fees and costs for improving the Premises for such subtenants or assignee (said costs to be amortized, without interest, over the term of the sublease or remaining term of the Lease, as applicable), shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal $100 or Landlord’s reasonable attorney’s fees, not to Landlord's reasonable attorneys' fees and costs exceed $1,000, incurred in connection with such request, whichever is greater. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: ; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. . Notwithstanding any other provision of this Lease anything to the contrarycontrary contained in this Lease, in any event where Landlord's consent provided that the net worth of the succeeding entity is required for (i) assignment or (ii) sublease of more not less than 5075% of the net worth of Tenant, Tenant may assign this Lease or sublet the Premises, or any portion thereof, without Landlord’s consent, to any entity which controls, is controlled by, or is under common control with Tenant; to any entity which results from a merger of, reorganization of, or consolidation with Tenant; to any entity engaged in a joint venture with Tenant; or to any entity which acquires substantially all of the stock or assets of Tenant, as a going concern, with respect to the business that is being conducted in the Premises (hereinafter each a “Permitted Transfer”). In addition, a sale or transfer of the capital stock of Tenant shall be deemed a Permitted Transfer if (1) such sale or transfer occurs in connection with any bona fide financing or capitalization for the benefit of Tenant, or (2) Tenant is or becomes a publicly traded corporation. Landlord may, at its option, elect shall have no right to terminate the Lease instead in connection with, and shall have no right to any sums or other economic consideration resulting from any Permitted Transfer. Landlord reserves the right to recapture the Premises should Tenant propose to assign or sublease the Premises by any transfer other than a Permitted Transfer. Tenant shall first notify Landlord, by written notice, of approving its intent to sublease or assign the requested assignment or sublease. Should Lease to a third party and Landlord so elect to terminate this Lease, all of may recapture the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's Premises giving notice to Tenant in writing within five (5) business days after delivery of its election hereunder, or Tenant’s notice. In the effective date event Landlord exercises such right Tenant promptly shall surrender the Premises to Landlord in accordance with the provisions of the proposed Lease, the parking reallocation obligations of Section 11 shall become effective, Tenant’s share of Expenses shall be recomputed, and Landlord shall again have the right to make reasonable allocations of utilities for non-separately-metered utilities. In the event Landlord elects not to recapture the Premises, Tenant shall thereafter have the right to sublease or assign to an outside entity subject to Section 19 of the Lease, subject to the Landlord’s right to recover 75% of rent paid in excess of the Base Rent. In the event that Tenant enters into a Lease Assignment or Sublease that is not a Permitted Transfer and for which consent of Landlord was required but was not obtained, Landlord may recapture the entire Premises in the event of a wrongful assignment and the portion of the Premises subleased in the event of a wrongful sublease. In the event that Tenant enters into a Lease Assignment or subletting sought by Sublease and for which consent of Landlord was required but was not obtained, Landlord may recapture the Tenant, but entire Premises in no the event later than one hundred twenty (120) days following of a wrongful assignment and the date portion of Landlord's election under this (P) 19the Premises subleased in the event of a wrongful sublease.
Appears in 1 contract
Samples: Commercial Lease (Blue Nile Inc)
Assignment or Sublease. a. Tenant shall not assign assign, mortgage, encumber or encumber its interest in otherwise transfer this Lease or sublet the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees or guests) to occupy or use all whole or any part of the Premises without in each case first obtaining Landlord's prior written consent, which consent shall may not be unreasonably conditioned, delayed or withheld. Any In no event shall an assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale subletting or other transfer of the Lease relieve Tenant of any of its obligations under this Lease. Consent to any such assignment, subletting or transfer shall not operate as a controlling percentage waiver of the capital stock of Tenantnecessity for consent to any subsequent assignment, subletting or the sale of transfer. If such consent is requested and Tenant has subleased at least fifty percent (50%) of the value net rentable square footage of the assets Premises at any given time during the term of Tenant shall be deemed a voluntary assignment. Notwithstanding this Lease, Landlord reserves the sentence immediately aboveright to terminate this Lease, or, if consent is requested for subletting less than the entire Premises, to terminate this Lease with respect to the portion for which such consent is requested, at the proposed effective date of such subletting, in which event Landlord shall enter into the relationship of Landlord and Tenant with any such subtenant or assignee, based on the rent (and/or other compensation) and the term agreed to by such subtenant or assignee and otherwise upon the terms and conditions of this Lease. If Tenant is a corporation, the Tenant shall be entitled to assign any transfer of this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as of the date of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganizationliquidation, (ii) or any change in the ownership of a purchaser majority of substantially all its outstanding voting stock, or power to vote a majority of Tenantits outstanding voting stock, shall constitute an assignment for the purpose of this Section 15; provided, however, for the purposes of this Section 15, a public offering of stock registered with the SEC, shall not constitute a transfer. Notwithstanding any of the foregoing in this Section 15.1, Tenant may merge with or be acquired by another corporation, Landlord's assets, consent will not be unreasonably withheld provided that immediately following the successor entity (upon consummation of such purchase, such purchaser shall have transaction) has a net worth at least equal to that the net worth of Tenant immediately prior to the completion as of the subject purchase, or (iii) a sale or transfer of a controlling percentage date of the capital stock execution of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i), (ii) or (iii) shall be referred to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be entitled to require an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord or, as the case may be, 75% of any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant requests Landlord to consent to is a proposed assignment or sublettingpartnership, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy merger, consolidation, liquidation, dissolution, or intestacy). Each any change in the ownership of a majority of the following acts partnership interests shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 constitute an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision purpose of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19Section 15.
Appears in 1 contract
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's ’s authorized representatives, employees, invitees invitees, guests or guestsa Permitted Transferee) to occupy or use all or any part of the Premises without first obtaining Landlord's ’s consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's ’s prior written consent shall be voidable and at Landlord's ’s election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, partnership shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease without Landlord's ’s prior written consent to: (i) in the event of a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as of the date of the assignment at least equal to that reorganization of Tenant immediately prior to completion through the sale of the subject merger, consolidation all or reorganization, (ii) a purchaser of substantially all portion of Tenant's assets, provided that immediately following ’s Capital Stock by Initial Public Offering (such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i), (ii) or (iii) event shall be referred to as a "transfer to a “Permitted Transferee"”). In connection with any assignment as described in the sentence immediately aboveassignment, Landlord shall be entitled to require an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable ’s discretion given the financial condition of Tenant and the assignee following such event. In connection with any Sublease, Landlord shall be entitled to hold any Security Deposit paid by Sublessee to Sublessor, which Security Deposit shall be held by landlord in accordance with the provisions of the Sublease. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord or, as the case may be, 75% of any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.
Appears in 1 contract
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent shall not be unreasonably withheldLandlord may withhold in its sole discretion. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, partnership a withdrawal or change, voluntary, involuntary or by operation of law of any partner, ; or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to or the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, ; consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all classes of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i)issued, (ii) or (iii) shall be referred to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be outstanding and entitled to require vote for election of directors. This Section 18 shall not apply to corporations the stock of which is traded through an increase in exchange or over the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord orLandlord, as the case may be, 75% of or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' fees and costs incurred in connection with such request, whichever is greater. Each request for consent Any transfer of a controlling percentage of capital stock to merger, consolidation or reorganization with any affiliated entity, family member or person having interest in Tenant shall not be deemed an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Leasehereunder.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if If Tenant is or becomes bankrupt bankruptcy or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of or the partnership or other person or entity is or becomes bankrupt or insolvent, insolvent or makes an assignment for the benefit of creditors; or (b) if ____ a writ of attachment or execution is levied ________ on this Lease: ; or (c) if If in any proceeding or action to ____ which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this the Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.
Appears in 1 contract
Samples: Lease Agreement (Security Associates International Inc)
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consentconsent which Landlord may withhold or condition in its sole discretion, provided only that Landlord's consent shall not be withheld for an assignment or sublease in connection with a merger or acquisition where the surviving entity has a net worth immediately after the merger or acquisition equal to or greater than that of Tenant immediately prior to the merger or acquisition and the surviving entity will be carrying on the same business as Tenant was engaged in or is carrying on a business compatible with the other businesses in the Project and approved by Landlord, which consent approval shall not be unreasonably withheld. No assignment or sublease shall release Tenant from the obligation to perform all obligations under this Lease. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with Xxxxxxxx's consent shall not be required for any such assignment shall have a minimum net worth as public offering of securities. The phrase "controlling percentage" means ownership of and right to vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all classes of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i)issued, (ii) or (iii) shall be referred to as a "Permitted Transferee"). In connection with any assignment as described in the sentence immediately above, Landlord shall be outstanding and entitled to require vote for election of directors. This Section 19 shall not apply to corporations the stock of which is traded through an increase in exchange or over the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's reasonable discretion given the financial condition of Tenant and the assignee following such event. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord orLandlord, as the case may be, 75% of or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant requests Landlord Xxxxxxxx to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' attorney's fees and costs incurred in connection with such request, whichever is greater. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease.
b. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease: ; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.
c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.
Appears in 1 contract
Samples: Master Lease (Tripath Imaging Inc)
