Assignment or Sublease. (a) Tenant shall not voluntarily or by operation of law assign, transfer or encumber (collectively "Assign") or sublet all or any part of Tenant's interest in this Lease or in the Leased Premises without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, given under and subject to the terms of this SECTION 5.06. Notwithstanding the foregoing, the Tenant may, upon written notice to the Landlord, in whole or in part, sublet the Leased Premises, or Assign this Lease to an affiliate, parent or subsidiary of the Tenant which retains at least a fifty percent (50%) interest in the Tenant, so long as Tenant shall remain responsible in case of default, and, provided, further, no such permittedsubletting or assignment shall relieve the Tenant of liability under this Lease. An assignment of this Lease to an entity arising as a result of merger, acquisition or consolidation shall be also permitted without the consent of Landlord (but with written notice to the Landlord) as long as the entity's financial condition is at least equivalent to the greater of (i) the financial condition of Tenant as of the date of this Lease, or (ii) the financial condition of Tenant as of the date of the proposed merger, acquisition or consolidation. (b) Except as permitted in SECTION 5.06(a), if Tenant desires to Assign this Lease or any interest herein or sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice of such intent. Tenant's notice shall specify the date the proposed assignment or sublease would be effective and be accompanied by information pertinent to Landlord's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or subtenant, including, without limitation, its name, business and financial condition, financial details of the proposed transfer, the intended use (including any modification) of the Leased Premises, and exact copies of all of the proposed agreements between Tenant and the proposed assignees or subtenants. If requested by Landlord within ten (10) business days after receipt of Tenant's notice, Tenant shall promptly provide Landlord with (i) such other or additional information or documents reasonably requested by Xxxxxxxx, and (ii) an opportunity to meet and interview the proposed assignees or subtenants. (c) Landlord shall have a period of ten (10) days following such interview and receipt of such additional information (or twenty (20) days from the date of Tenant's original notice if Landlord does not request additional information or an interview) within which to notify Tenant in writing that Landlord elects either (i) to terminate this Lease as to the space so affected as of the effective date specified by Tenant, in which event Tenant will be relieved of all further obligations hereunder as to such space, or (ii) to permit Tenant to Assign this Lease or sublet such space to the proposed assignee or sublessee; or (iii) to not permit Tenant to Assign this Lease or sublet such space to the proposed assignee or sublessee. If Landlord fails to notify Tenant in writing of such election within said period, Landlord shall be deemed to have approved the proposed assignee or sublessee. Failure by Landlord to approve a proposed subtenant or assignee shall not cause a termination of this Lease. (d) In the event Tenant shall request the consent of Landlord to any assignment or subletting hereunder, Tenant shall pay Landlord a processing fee of $250.00 and shall reimburse Landlord for Landlord's reasonable attorneys' fees (not to exceed $2,000.00) incurred in connection therewith. All such fees shall be deemed Additional Rent under this Lease. (e) Any rent or other consideration realized by Tenant under any such sublease or assignment in excess of (i) the Rent payable hereunder, (ii) any reasonable tenant improvement allowance or other economic concession (e.g., space planning allowance, moving expenses, free or reduced rent periods, etc.), (iii) any advertising costs and brokerage commissions associated with such assignment or sublease, and (iv) any reasonable legal fees associated with such assignment or sublease ("Profit"), shall be divided and paid as follows: fifty percent (50%) to Tenant and fifty percent (50%) to Landlord; provided, however, that if Tenant is in default hereunder beyond any applicable cure period, Landlord shall be entitled to receive, for the account of Tenant, Tenant's share of such excess rent and Landlord shall credit Xxxxxx's share of such excess rent toward any amounts owed by Tenant to Landlord. (f) In any subletting undertaken by Tenant, Tenant shall use commercially reasonable efforts to obtain not less than fair market sublease rent for the space to sublet. In any assignment of this Lease in whole or in part, Tenant shall use commercially reasonable efforts to obtain from the assignee consideration reflecting a value of not less than fair market assignment rent for the space subject to such assignment. (g) The consent of Landlord to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Tenant or to any subsequent or successive assignment or subletting by the assignee or subtenant. However, Xxxxxxxx may consent to subsequent assignments and sublettings of the Lease or sublease or amendments or modifications thereto, without notifying Tenant or any other party liable on the Lease or sublease and without obtaining their consent. Such action shall not relieve Tenant or any such other party from liability under this Lease or a sublease. (h) Except to the extent the parties otherwise agree in writing, no assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease. In the event of default by an assignee or subtenant of Tenant or any successor of Xxxxxx in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee, subtenant or successor. Any assignment or subletting which conflicts with the provisions hereof shall be void and, at Landlord's option, shall constitute a default under this Lease. (i) Notwithstanding anything to the contrary contained within this SECTION 5.06, Landlord acknowledges that, although Tenant anticipates that its space needs will encompass the total of the Leased Premises at some point in the near future, a portion of the space which Xxxxxx is currently accepting and leasing may be initially determined to be in excess of Tenant's current short term space planning needs. As a result, should Tenant submit a request to Landlord for Landlord's consent to Xxxxxx's sublease of a portion of the Leased Premises at any time during the first thirty (30) months of the Term and such sublease along with all other current subleases and assignments, in the aggregate, do not exceed 25,440 rentable square feet, such request shall not be subject to Landlord's right of recapture pursuant to SECTION 5.06(c) above.
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Assignment or Sublease. (a) Tenant shall not voluntarily or by operation of law assign, transfer assign or encumber (collectively "Assign") its interest in this Lease or sublet any portion of the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's interest in this Lease ’s authorized representatives, employees, invitees, or in guests) to occupy or use all or any part of the Leased Premises without first obtaining Landlord's prior written ’s consent, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. In addition to any other reasonable grounds upon which Landlord may withhold its consent, given under and subject to the terms of this SECTION 5.06. Notwithstanding the foregoing, the Tenant may, upon written notice to the Landlord, in whole or in part, sublet the Leased Premises, or Assign this Lease to an affiliate, parent or subsidiary of the Tenant which retains at least a fifty percent (50%) interest in the Tenant, so long as Tenant shall remain responsible in case of default, and, provided, further, no such permittedsubletting or assignment shall relieve the Tenant of liability under this Lease. An assignment of this Lease to an entity arising as a result of merger, acquisition or consolidation Landlord shall be also permitted without the deemed reasonable in withholding its consent of Landlord (but with written notice to the Landlord) as long as the entity's financial condition is at least equivalent to the greater of if it determines in its sole discretion that: (i) the financial condition of Tenant as tangible net worth of the date proposed assignee or sublessee, as shown on its most recently published, audited financial statement (or, if no such statement exists, as certified by its chief financial officer), is not equal to or greater than Two Hundred Million and No/100 Dollars ($200,000,000.00); (ii) the intended uses of the Premises by the proposed assignee or sublessee will either (a) constitute a violation of this Lease or any governmental law, rule, ordinance or regulation governing the Premises or (b) involve the storage, use or keeping of Hazardous Materials in, on or about the Premises in violation of the terms of this Lease, or (iic) will require an alteration of the Premises in violation of the terms of this Lease; or (iii) the financial condition proposed assignee or sublessee is a tenant of Landlord in the Project or has negotiated to be a tenant of Landlord in the Project any time in the six (6) months just preceding Tenant’s request for Landlord’s consent. Any assignment, encumbrance or sublease without Landlord’s written consent shall be voidable and at Landlord’s election, shall constitute a default hereunder. Landlord’s waiver or consent to any assignment or subletting shall not relieve Tenant or any assignee or sublessee from any obligation under this Lease whether or not accrued. 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 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 50% of the value of the assets of Tenant as shall be deemed a voluntary assignment. The phrase “controlling percentage” means ownership of and right to vote stock possessing at least 50% of the date total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for election of directors. The preceding two sentences of this paragraphs shall not apply to corporations the stock of which is traded through a public exchange. If Landlord shall consent to any assignment or sublease of this Lease, 50% of all sums and other consideration payable to or for the benefit of the Tenant from its assignees or subtenants in excess of the rent payable by Tenant to Landlord under this Lease shall be paid to Landlord, as and when such sums are due and payable. If Tenant requests Landlord’s consent to an assignment or sublease, Tenant shall submit to Landlord, in writing, the name of the proposed merger, acquisition assignee or consolidation.
(b) Except as permitted in SECTION 5.06(a), if Tenant desires to Assign this Lease or any interest herein or sublet subtenant and the Leased Premises or any part thereof, Tenant shall give Landlord written notice nature and character of such intent. Tenant's notice shall specify the date the proposed assignment or sublease would be effective and be accompanied by information pertinent to Landlord's determination as to the financial and operational responsibility and appropriateness business of the proposed assignee or subtenant, the term, use, rental rate and all other material terms and conditions of the proposed assignment or sublease, including, without limitation, its name, business and financial condition, financial details of evidence satisfactory to Landlord that the proposed transferassignee or subtenant satisfies the financial criteria set forth in the first paragraph of this Paragraph 19, the intended use thirty (including any modification30) of the Leased Premises, and exact copies of all of days prior to the proposed agreements between effective date of such assignment or sublease. Tenant and the shall also submit to Landlord a processing fee of One Thousand Dollars ($1,000.00) as a condition to Landlord reviewing Tenant’s proposed assignees assignment or subtenantssubletting materials. If requested by Landlord shall within ten (10) business days after receipt of Tenant's notice, Tenant shall promptly provide Landlord with (i) such other or additional information or documents reasonably requested by Xxxxxxxx, and (ii) an opportunity to meet and interview the proposed assignees or subtenants.
(c) Landlord shall have a period of ten (10) days following such interview and Landlord’s receipt of such additional written request and information (or twenty (20) days from the date of Tenant's original notice if Landlord does not request additional information or an interview) within which to notify Tenant in writing that Landlord elects either (i) consent to or refuse to consent to such assignment or sublease in writing (but no such consent to an assignment or sublease shall relieve Tenant or any guarantor of Tenant’s obligations under this Lease of any liability hereunder), (ii) in the event of a proposed assignment of this Lease or a proposed sublease of the entire Premises for the entire remaining Term of this Lease, terminate this Lease as effective the first to occur of ninety (90) days following written notice of such termination or the space so affected as of the effective date specified by Tenant, in which event Tenant will be relieved of all further obligations hereunder as to such space, or (ii) to permit Tenant to Assign this Lease or sublet such space to that the proposed assignee assignment or sublessee; or (iii) to not permit Tenant to Assign this Lease or sublet such space to the proposed assignee or sublesseesublease would have come into effect. If Landlord fails should fail to notify Tenant in writing of its decision within such election within said periodten (10) business day period after the later of the date Landlord is notified in writing of the proposed assignment or sublease or the date Landlord has received all required information concerning the proposed assignee or subtenant and the proposed assignment or sublease, Landlord shall be deemed to have approved the proposed assignee or sublessee. Failure by Landlord refused to approve a proposed subtenant or assignee shall not cause a termination of this Lease.
(d) In the event Tenant shall request the consent of Landlord to any assignment or subletting hereunder, Tenant shall pay Landlord a processing fee of $250.00 and shall reimburse Landlord for Landlord's reasonable attorneys' fees (not to exceed $2,000.00) incurred in connection therewith. All such fees shall be deemed Additional Rent under this Lease.
(e) Any rent or other consideration realized by Tenant under any such sublease or assignment in excess of (i) the Rent payable hereunder, (ii) any reasonable tenant improvement allowance or other economic concession (e.g., space planning allowance, moving expenses, free or reduced rent periods, etc.), (iii) any advertising costs and brokerage commissions associated with such assignment or sublease, and (iv) any reasonable legal fees associated with to have elected to keep this Lease in full force and effect; provided, however, if Landlord shall be deemed to have refused to consent to such assignment or sublease as stated in this sentence above, Tenant may deliver to Landlord an additional request for Landlord’s consent to such assignment or sublease ("Profit"“Tenant’s Additional Assignment/Subletting Notice”). In the event Landlord fails to either approve or disapprove such assignment or sublease in accordance with the terms of this Lease within two (2) business days following Landlord’s receipt of Tenant’s Additional Assignment/Subletting Notice, Landlord shall be divided deemed to have granted its consent to such assignment or sublease. Tenant acknowledges that the Tenant’s Additional Assignment/Subletting Notice will not be deemed given to Landlord unless the same contains the following language (in at least 12 point, bold face and paid as followsall capital letters): "LANDLORD’S FAILURE TO EITHER APPROVE OR DISAPPROVE SUCH ASSIGNMENT OR SUBLEASE IN ACCORDANCE WITH THE TERMS OF THIS LEASE WITHIN TWO (2) BUSINESS DAYS FOLLOWING RECEIPT OF THIS NOTICE MAY RESULT IN LANDLORD BEING DEEMED TO HAVE CONSENTED TO SUCH ASSIGNMENT OR SUBLEASE PURSUANT TO PARAGRAPH 19 OF THE LEASE”. If Tenant requests Landlord’s consent to any such assignment or sublease, the assignment shall be on a form reasonably acceptable to Landlord, and Tenant shall pay Landlord, whether or not consent is ultimately given, any reasonable attorneys’ fees and other costs incurred in connection with the preparation, review and/or approval of such documentation. 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: fifty percent (50%a) If Tenant is or becomes bankrupt or insolvent, makes 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 fifty percent (50%) 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. No assignment or subletting, occupancy or collection of rent from any proposed assignee or sublessee shall be deemed a waiver on the part of Landlord, or the acceptance of the applicable assignee or sublessee, as applicable, as Tenant, and no such assignment or subletting shall release Tenant of Tenant’s obligations under this Lease or alter the primary liability of Tenant to pay rent and to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any assignee or sublessee remit directly to Landlord on a monthly basis, all monies due Tenant by said assignee or sublessee, and each sublease shall provide that if Landlord gives said sublessee written notice that Tenant is in default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that if Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default hereunder beyond any applicable cure period, Landlord shall be entitled to receive, for the account of Tenant, Tenant's share of such excess rent and Landlord shall credit Xxxxxx's share of such excess rent toward any amounts owed under this Lease. Consent by Tenant to Landlord.
(f) In any subletting undertaken by Tenant, Tenant shall use commercially reasonable efforts to obtain not less than fair market sublease rent for the space to sublet. In any assignment of this Lease in whole or in part, Tenant shall use commercially reasonable efforts to obtain from the assignee consideration reflecting a value of not less than fair market assignment rent for the space subject to such assignment.
(g) The consent of Landlord to any one assignment or subletting shall not constitute a be deemed consent to any subsequent assignment or subletting by Tenant or to any subsequent or successive assignment or subletting by the assignee or subtenant. However, Xxxxxxxx may consent to subsequent assignments and sublettings of the Lease or sublease or amendments or modifications thereto, without notifying Tenant or any other party liable on the Lease or sublease and without obtaining their consent. Such action shall not relieve Tenant or any such other party from liability under this Lease or a sublease.
(h) Except to the extent the parties otherwise agree in writing, no assignment or subletting by Tenant shall relieve Tenant of any obligation under this Leasesubletting. In the event of default by an any assignee or subtenant sublessee of Tenant or any successor of Xxxxxx Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee, subtenant assignee or sublessee or successor. Any assignment Landlord may consent to subsequent assignments of the Lease or subletting which conflicts sublettings or amendments or modifications to the Lease with the provisions hereof assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and any such actions shall be void and, at Landlord's option, shall constitute a default not relieve Tenant of liability under this Lease.
; provided, however, the foregoing is not intended to render any such subsequent assignment or sublease effective, but rather to permit Landlord to execute any counterpart consent without first confirming that Tenant has consented to such assignment and/or sublease. Tenant hereby waives (ifor itself and all persons claiming under Tenant) the provisions of Civil Code Section 1995.310. Notwithstanding anything the terms of this Paragraph 19, Tenant may effect an assignment or subletting, without Landlord’s consent, to the contrary contained within this SECTION 5.06any parent, Landlord acknowledges thatsubsidiary or affiliate entity which controls, although Tenant anticipates that its space needs will encompass the total is controlled by, or is under common control with, Tenant, or to any entity resulting from a merger or consolidation of Tenant, or to any person or entity which acquires all or substantially all of the Leased Premises at some point in the near future, a portion of the space which Xxxxxx is currently accepting and leasing may be initially determined to be in excess assets of Tenant's current short term space planning needs. As ’s business as a resultgoing concern (a “Permitted Transferee”), should provided that (a) Tenant submit a request delivers to Landlord for Landlord's consent to Xxxxxx's sublease of a portion of the Leased Premises , at any time during the first least thirty (30) months days prior to such transfer, written notice of same (unless such notice would violate applicable security laws and Landlord is unwilling to sign a non-disclosure statement), (b) the assignee (if applicable) assumes in full the obligations of Tenant under this Lease arising after the effective date of the Term transfer, and such sublease along with all other current subleases and assignments, in the aggregate, do not exceed 25,440 rentable square feet, such request (c) Tenant remains fully liable under this Lease (provided Tenant shall not be subject required to Landlord's right continue its existence for the sole purpose of recapture pursuant complying with this clause (c) if this Lease would be Tenant’s only remaining liability and such transfer is not otherwise used as a subterfuge to SECTION 5.06(c) aboveavoid Tenant’ obligations hereunder).
Appears in 1 contract
Assignment or Sublease. (a) Tenant shall not voluntarily or by operation of law assign, transfer or encumber (collectively "Assign") or sublet all or any part of Tenant's interest in this Lease or in the Leased Premises without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, given under and subject to the terms of this SECTION Section 5.06. Notwithstanding the foregoing, the Tenant may, upon written notice anything to the Landlordcontrary contained in this Lease, in whole Landlord and Tenant agree as follows, Tenant may assign this Lease or in part, sublet the Leased Premises, or Assign this Lease to an affiliateany portion thereof, parent or subsidiary of the Tenant which retains at least a fifty percent (50%) interest in the Tenant, so long as Tenant shall remain responsible in case of default, and, provided, further, no such permittedsubletting or assignment shall relieve the Tenant of liability under this Lease. An assignment of this Lease to an entity arising as a result of merger, acquisition or consolidation shall be also permitted without the consent of Landlord (but with written notice to the Landlord) as long as the entity's financial condition is at least equivalent to the greater of consent: (i) to any entity which controls, is controlled by, or is under common control with Tenant; (ii) to any entity which results from a merger of, reorganization of, or consolidation with Tenant; or (iii) to any entity which acquires substantially all of the financial condition stock or assets of Tenant, as a going concern, with respect to the business that is being conducted in the Leased Premises (hereinafter each a "Permitted Transfer"). In addition, a sale or transfer of the capital stock of Tenant as 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 the date of this LeaseTenant, or (ii2) Tenant is or becomes a publicly traded corporation. Landlord shall have no right to terminate the financial condition of Tenant as of the date of the proposed mergerLease in connection with, acquisition and shall have no right to any sums or consolidationother economic consideration resulting from any Permitted Transfer.
(b) Except as permitted in SECTION 5.06(a), if If Tenant desires to Assign this Lease or any interest herein or sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice of such intent. Tenant's notice shall specify the date the proposed assignment or sublease would be effective and be accompanied by information pertinent to Landlord's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or subtenant, including, without limitation, its name, business and financial condition, financial details of the proposed transfer, the intended use (including any modification) of the Leased Premises, and exact copies of all of the proposed agreements agreement(s) between Tenant and the proposed assignees assignee or subtenantssubtenant. If requested by Landlord within ten (10) business days after receipt of Tenant's notice, Tenant shall promptly provide Landlord with (i) such other or additional information or documents reasonably requested (within ten (10) days after receiving Tenant's notice) by XxxxxxxxLandlord, and (ii) an opportunity to meet and interview the proposed assignees assignee or subtenantssubtenant, if requested by Landlord.
(c) Landlord shall have a period of ten twenty (1020) days following such interview and receipt of such additional information (or twenty thirty (2030) days from the date of Tenant's original notice if Landlord does not request additional information or an interview) within which to notify Tenant in writing that Landlord elects either (i) to terminate this Lease as to the space so affected as of the effective date specified by Tenant, in which event Tenant will be relieved of all further obligations hereunder as to such space, or (ii) to permit Tenant to Assign this Lease or sublet such space space, subject, however, to prior written approval of the proposed assignee or sublessee; sublessee by Landlord, such consent not to be unreasonably withheld so long as the use of the Leased Premises by such proposed assignee or (iii) to not permit Tenant to Assign this Lease or sublet such space to sublessee would be a Permitted Use, the proposed assignee or sublesseesublessee is of sound financial condition as determined by Landlord in its reasonable discretion, the proposed assignee or sublessee executes such reasonable assumption documentation as Landlord shall require, and the proposed assignee or sublessee is not (x) already a tenant in the Building or (y) a party with whom Landlord has been discussing the leasing of space in the Building. If Landlord fails to notify Tenant in writing of such election within said period, Landlord shall be deemed to have approved waived option (i) above, but written approval by Landlord of the proposed assignee or sublesseesublessee shall still be required. Failure by Landlord to approve a proposed subtenant or assignee shall not cause a termination of this Lease.
(d) In the event Tenant shall request the consent of Landlord to any assignment or subletting hereunder, Tenant shall pay Landlord a processing fee of $250.00 and shall reimburse Landlord for Landlord's reasonable attorneys' fees (not to exceed $2,000.00) incurred in connection therewith. All such fees shall be deemed Additional Rent under this Lease.
(e) Any rent or other consideration realized by Tenant under any such sublease or assignment in excess of (i) the Rent payable hereunder, (ii) any reasonable tenant improvement allowance or other economic concession (e.g., space planning allowance, moving expenses, free or reduced rent periods, etc.), (iii) any advertising costs and brokerage commissions associated with such assignment or sublease, and (iv) any reasonable legal fees associated with such assignment or sublease ("Profit"), shall be divided and paid as follows: fifty forty percent (5040%) to Tenant and fifty sixty percent (5060%) to Landlord; provided, however, that if Tenant is in default hereunder beyond any applicable cure period, Landlord shall be entitled to receive, for the account of Tenant, Tenant's share of all such excess rent and Landlord shall credit Xxxxxx's share of such excess rent toward any amounts owed by Tenant to Landlordrent.
(f) In any subletting undertaken by Tenant, Tenant shall use commercially reasonable efforts diligently seek to obtain not less than fair market sublease rent for the space to sublet. In any assignment of this Lease in whole or in part, Tenant shall use commercially reasonable efforts seek to obtain from the assignee consideration reflecting a value of not less than fair market assignment rent for the space subject to such assignment.
(g) The consent of Landlord to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Tenant or to any subsequent or successive assignment or subletting by the assignee or subtenant. However, Xxxxxxxx Landlord may consent to subsequent assignments and sublettings of the Lease or sublease or amendments or modifications thereto, without notifying Tenant or any other party liable on the Lease or sublease and without obtaining their consent. Such action shall not relieve Tenant or any such other party from liability under this Lease or a sublease.
(h) Except to the extent the parties otherwise agree in writing, no No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease. In the event of default by an assignee or subtenant of Tenant or any successor of Xxxxxx Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee, subtenant or successor. Any assignment or subletting which conflicts with the provisions hereof shall be void and, at Landlord's option, shall constitute a default under this Lease.
(i) Notwithstanding anything to the contrary contained within this SECTION Section 5.06, Landlord acknowledges that, although Tenant anticipates that its space needs will encompass the total of the Leased Premises at some point in the near future, a portion of the space which Xxxxxx Tenant is currently accepting and leasing may be initially determined to be in excess of Tenant's current short term space planning needs. As a result, should Tenant submit a request to Landlord for Landlord's consent to XxxxxxTenant's sublease of a portion of the Leased Premises at any time during Premises, which sublease term will expire within the first thirty (30) months of the Term and such sublease along with all other current subleases and assignments, in the aggregate, do not exceed 25,440 15,674 rentable square feet, such request shall not be subject to Landlord's right of recapture pursuant to SECTION Section 5.06(c) above.
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Assignment or Sublease. (a) Tenant shall not voluntarily or by operation of law assign, transfer or encumber (collectively "Assign") or sublet all or any part of Tenant's interest in this Lease or in the Leased Premises without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, given under and subject to the terms of this SECTION Section 5.06. Notwithstanding the foregoing, the Tenant may, upon written notice anything to the Landlordcontrary contained in this Lease, in whole Landlord and Tenant agree as follows, Tenant may assign this Lease or in part, sublet the Leased Premises, or Assign this Lease any portion thereof, without Landlord's consent and without being subjected to an affiliate, parent Section 5.06(c) or subsidiary of the Tenant which retains at least a fifty percent (50%e) interest in the Tenant, so long as Tenant shall remain responsible in case of default, and, provided, further, no such permittedsubletting or assignment shall relieve the Tenant of liability under this Lease. An assignment of this Lease to an entity arising as a result of merger, acquisition or consolidation shall be also permitted without the consent of Landlord below (but with prior written notice to the Landlord) Landlord as long as the entity's financial condition is at least equivalent to the greater of discussed below): (i) the financial condition of an entity controlling, controlled by or under common control with Tenant, (ii) a successor entity related to Tenant as of the date of this Leaseby merger, consolidation, reorganization or government action, or (iiiii) a purchaser of substantially all of Tenant's assets located in the financial condition of Tenant as of the date of the proposed merger, acquisition or consolidationLeased Premises.
(b) Except as permitted in SECTION 5.06(a), if If Tenant desires to Assign this Lease or any interest herein or sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice of such intent. Tenant's notice shall specify the date the proposed assignment or sublease would be effective and be accompanied by information pertinent to Landlord's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or subtenant, including, without limitation, its name, business and financial condition, financial details of the proposed transfer, the intended use (including any modification) of the Leased Premises, and exact copies of all of the proposed agreements agreement(s) between Tenant and the proposed assignees assignee or subtenantssubtenant. If requested by Landlord within ten (10) business days after receipt of Tenant's notice, Tenant shall promptly provide Landlord with (i) such other or additional information or documents reasonably requested (within ten (10) days after receiving Tenant's notice) by Xxxxxxxx, and (ii) an opportunity to meet and interview the proposed assignees assignee or subtenantssubtenant, if requested by Landlord.
(c) Landlord shall have a period of ten (10) business days following such interview and receipt of such additional information (or twenty fifteen (2015) business days from the date of Tenant's original notice if Landlord does not request additional information or an interview) within which to notify Tenant in writing that Landlord elects either (i) to terminate this Lease as to the space so affected as of the effective date specified by Tenant, in which event Tenant will be relieved of all further obligations hereunder as to such space, or (ii) to permit Tenant to Assign this Lease or sublet such space space, subject, however, to prior written approval of the proposed assignee or sublessee; sublessee by Landlord, such consent not to be unreasonably withheld so long as the use of the Leased Premises by such proposed assignee or sublessee would be a Permitted Use (iii) to not permit Tenant to Assign this Lease or sublet such space to unless otherwise approved by Landlord), the proposed assignee or sublesseesublessee is of sound financial condition as determined by Landlord in its reasonable discretion, the proposed assignee executes such reasonable assumption documentation as Landlord shall require, and the proposed assignee or sublessee is not already a tenant in the Building. Notwithstanding the foregoing, if Landlord elects option (i) above, Tenant may elect to withdraw Tenant's request to sublet or assign such portion of the Leased Premises by written notice to Landlord given on or before the date which is five (5) business days following Xxxxxxxx's notice to Tenant of its intent to recapture such space. Upon such notice by Xxxxxx, Xxxxxxxx's election to recapture the subject space in that instance shall be null and void and Tenant shall retain possession of such subject space. If Landlord fails to notify Tenant in writing of such election within said period, Landlord shall be deemed to have approved waived option (i) above, but written approval by Landlord of the proposed assignee or sublesseesublessee shall still be required. Failure by Landlord to approve a proposed subtenant or assignee shall not cause a termination of this Lease.
(d) In the event Tenant shall request the consent of Landlord to any assignment or subletting hereunder, Tenant shall pay Landlord a processing fee of $250.00 and shall reimburse Landlord for Landlord's reasonable attorneys' fees (incurred in connection therewith not to exceed $2,000.00) incurred in connection therewith1,000. All such fees shall be deemed Additional Rent under this Lease.
(e) Any rent or other consideration realized by Tenant under any such sublease or assignment in excess of (i) the Rent payable hereunder, (ii) after recovery of the reasonable cost of Tenant Extra Improvements for which Xxxxxx has paid and reasonable subletting and assignment costs, including without limitation any reasonable tenant improvement allowance or other economic concession (e.g.broker's commissions, space planning allowance, moving expenses, free or reduced rent periods, etc.), (iii) any advertising costs attorneys' fees and brokerage commissions associated with such assignment or sublease, and (iv) any reasonable legal remodeling fees associated with such assignment or sublease ("Profit"), shall be divided and paid as follows: fifty forty percent (5040%) to Tenant and fifty sixty percent (5060%) to Landlord; provided, however, that if Tenant is in default hereunder beyond any applicable cure period, Landlord shall be entitled to receive, for the account of Tenant, Tenant's share of such excess rent and Landlord shall credit Xxxxxx's share of such excess rent toward any amounts owed by Tenant to Landlord.
(f) In any subletting undertaken by Tenantevent in which Landlord has no right to recapture, Tenant shall use commercially reasonable efforts diligently seek to obtain not less than fair market sublease rent for the space to sublet. In any assignment of this Lease in whole or in part, Tenant shall use commercially reasonable efforts seek to obtain from the assignee consideration reflecting a value of not less than fair market assignment rent for the space subject to such assignment.
(g) The consent of Landlord to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Tenant or to any subsequent or successive assignment or subletting by the assignee or subtenant. However, Xxxxxxxx may consent to subsequent assignments and sublettings of the Lease or sublease or amendments or modifications thereto, without notifying Tenant or any other party liable on the Lease or sublease and without obtaining their consent. Such action shall not relieve Tenant or any such other party from liability under this Lease or a sublease.
(h) Except to the extent the parties otherwise agree in writing, no No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease. In the event of default by an assignee or subtenant of Tenant or any successor of Xxxxxx in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee, subtenant or successor. Any assignment or subletting which conflicts with the provisions hereof shall be void and, at Landlord's option, shall constitute a default under this Lease.
(i) Notwithstanding anything any other provision of this Section 5.06 (other than Subsection 5.06(i)), Tenant shall have the right to the contrary contained sublease up to 15,896 square feet of space within this SECTION 5.06, Landlord acknowledges that, although Tenant anticipates that its space needs will encompass the total of the Leased Premises at some point in the near future, for a portion of the space which Xxxxxx is currently accepting and leasing may be initially determined to be in excess of Tenant's current short sublease term space planning needs. As a result, should Tenant submit a request to Landlord for Landlord's consent to Xxxxxx's sublease of a portion of the Leased Premises at any time during that does not exceed the first thirty twenty-four (3024) months of following the Term Commencement Date, and Tenant shall be allowed to keep any excess rent derived from such sublease along with all other current subleases and assignments, in the aggregate, do not exceed 25,440 rentable square feet, such request Landlord shall not be subject have the right to Landlord's right of recapture pursuant to SECTION 5.06(cthe subleased premises during such initial twenty-four (24) abovemonth period.
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Assignment or Sublease. (a) Tenant shall not voluntarily not, directly or indirectly, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, nor permit the Leased Premises to be occupied by anyone other than Tenant or sublet the whole or any part of the Leased Premises, nor shall this Lease or any interest hereunder be assignable or transferable by operation of law assignor by any process or proceeding of any court, transfer or encumber (collectively "Assign") or sublet all or any part of Tenant's interest in this Lease or in otherwise, without the Leased Premises without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, given under and subject to the terms of this SECTION 5.06Landlord. Notwithstanding the foregoing, the Tenant may, upon written notice to the Landlord, in whole or in part, sublet the Leased Premises, or Assign this Lease to an affiliate, parent or subsidiary of the Tenant which retains at least a fifty percent (50%) interest in the Tenant, so long as Tenant shall remain responsible in case of default, and, provided, further, no such permittedsubletting or assignment shall relieve the Tenant of liability under this Lease. An assignment of this Lease be permitted to an entity arising as a result of merger, acquisition or consolidation shall be also permitted without the consent of Landlord (but with written notice to the Landlord) as long as the entity's financial condition is at least equivalent to the greater of (i) the financial condition of Tenant as of the date of assign this Lease, or (ii) the financial condition of Tenant as of the date of the proposed merger, acquisition or consolidation.
(b) Except as permitted in SECTION 5.06(a), if Tenant desires to Assign this Lease or any interest herein or sublet the Leased Premises without landlord’s consent to an affiliate of Tenant (affiliate meaning an entity which controls Tenant, is controlled by tenant, or under common control with Tenant, including any subsidiary or parent of Tenant), or to a corporation resulting from a merger or consolidation with Tenant, or to any person or entity which acquires substantially all of the assets of Tenant, or to any person or entity which acquires substantially all of the stock of Tenant. Following any assignment or sublease pursuant to this paragraph, Tenant will remain liable hereunder. The public sale or transfer of the common stock of Tenant shall not constitute an assignment under this Lease. If Tenant desires at any time to enter an assignment of this Lease or a sublease of the Leased Premises or any part portion thereof, where Landlord’s consent is required, Tenant shall first give Landlord written notice to Landlord of such intent. Tenant's ’s desire to do so, which notice shall specify contain (a) the date the proposed assignment or sublease would be effective and be accompanied by information pertinent to Landlord's determination as to the financial and operational responsibility and appropriateness name of the proposed assignee or subtenant, including(b) the proposed merchandising plan for the assignee’s or subtenant’s business to be carried on in the Leased Premises in accordance with the uses permitted under Section 5 hereof, without limitation, its name, business (c) the terms and financial condition, financial details provisions of the proposed assignment or sublease, (d) such financial information and past merchandising experience as Landlord may reasonably request concerning the proposed assignee or subtenant, including a resume of the principals of the proposed assignee or subtenant, and (e) a check made payable to the order of Landlord for Seven Hundred Fifty and No/100 Dollars ($750.00) as a deposit toward Landlord’s costs incurred in conjunction with the processing and documentation of the proposed assignment or sublease. Tenant agrees to reimburse Landlord for Landlord’s reasonable attorneys’ fees incurred in conjunction with the processing and documentation of any such requested transfer, the intended use (including any modification) assignment, subletting, licensing or concession agreement, change of ownership or hypothecation of this Lease or Tenant’s interest in the Leased Premises, such costs and exact attorneys’ fees not to exceed $1,000. Tenant shall provide Landlord promptly with fully executed copies of all of the proposed agreements between Tenant assignments, subleases and the proposed assignees or subtenantsrelated instruments. If requested No consent by Landlord within ten (10) business days after receipt of Tenant's notice, Tenant shall promptly provide Landlord with (i) such other or additional information or documents reasonably requested by Xxxxxxxx, and (ii) an opportunity to meet and interview the proposed assignees or subtenants.
(c) Landlord shall have a period of ten (10) days following such interview and receipt of such additional information (or twenty (20) days from the date of Tenant's original notice if Landlord does not request additional information or an interview) within which to notify Tenant in writing that Landlord elects either (i) to terminate this Lease as to the space so affected as of the effective date specified by Tenant, in which event Tenant will be relieved of all further obligations hereunder as to such space, or (ii) to permit Tenant to Assign this Lease or sublet such space to the proposed assignee or sublessee; or (iii) to not permit Tenant to Assign this Lease or sublet such space to the proposed assignee or sublessee. If Landlord fails to notify Tenant in writing of such election within said period, Landlord shall be deemed to have approved the proposed assignee or sublessee. Failure by Landlord to approve a proposed subtenant or assignee shall not cause a termination of this Lease.
(d) In the event Tenant shall request the consent of Landlord to any assignment or subletting hereunder, Tenant shall pay Landlord a processing fee of $250.00 and shall reimburse Landlord for Landlord's reasonable attorneys' fees (not to exceed $2,000.00) incurred in connection therewith. All such fees shall be deemed Additional Rent under this Lease.
(e) Any rent or other consideration realized by Tenant under any such sublease or assignment in excess of (i) the Rent payable hereunder, (ii) any reasonable tenant improvement allowance or other economic concession (e.g., space planning allowance, moving expenses, free or reduced rent periods, etc.), (iii) any advertising costs and brokerage commissions associated with such assignment or sublease, and (iv) any reasonable legal fees associated with such assignment or sublease ("Profit"), shall be divided and paid as follows: fifty percent (50%) to Tenant and fifty percent (50%) to Landlord; provided, however, that if Tenant is in default hereunder beyond any applicable cure period, Landlord shall be entitled to receive, for the account of Tenant, Tenant's share of such excess rent and Landlord shall credit Xxxxxx's share of such excess rent toward any amounts owed by Tenant to Landlord.
(f) In any subletting undertaken by Tenant, Tenant shall use commercially reasonable efforts to obtain not less than fair market sublease rent for the space to sublet. In any assignment of this Lease in whole or in part, Tenant shall use commercially reasonable efforts to obtain from the assignee consideration reflecting a value of not less than fair market assignment rent for the space subject to such assignment.
(g) The consent of Landlord to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Tenant or to any subsequent or successive assignment or subletting by the assignee or subtenant. However, Xxxxxxxx may consent to subsequent assignments and sublettings of the Lease or sublease or amendments or modifications thereto, without notifying Tenant or any other party liable on the Lease or sublease and without obtaining their consent. Such action shall not relieve Tenant or any such other party from liability under this Lease or a sublease.
(h) Except to the extent the parties otherwise agree in writing, no assignment or subletting by Tenant shall relieve Tenant of any obligation to be performed by Tenant under this Lease, whether arising before or after the assignment or sublease. In the event of default The consent by an assignee Landlord to any assignment or subtenant of sublease shall not relieve Tenant or any successor of Xxxxxx in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee, subtenant or successor. Any obligation to obtain Landlord’s express written consent to any other assignment or subletting which conflicts with the provisions hereof shall be void and, at Landlord's option, shall constitute a default under this Leasesublease.
(i) Notwithstanding anything to the contrary contained within this SECTION 5.06, Landlord acknowledges that, although Tenant anticipates that its space needs will encompass the total of the Leased Premises at some point in the near future, a portion of the space which Xxxxxx is currently accepting and leasing may be initially determined to be in excess of Tenant's current short term space planning needs. As a result, should Tenant submit a request to Landlord for Landlord's consent to Xxxxxx's sublease of a portion of the Leased Premises at any time during the first thirty (30) months of the Term and such sublease along with all other current subleases and assignments, in the aggregate, do not exceed 25,440 rentable square feet, such request shall not be subject to Landlord's right of recapture pursuant to SECTION 5.06(c) above.
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Assignment or Sublease. (a) Landlord shall have the right to transfer and assign this Lease along with any transfer or assignment, in whole or in part, of Landlord's rights and obligations in the Premises. In the event that Landlord transfers and assigns this Lease, provided that the transferee assumes all of Landlord's obligations under this Lease thereafter accruing, Landlord shall be released from all liability under this Lease arising after the effective date of the assignment. Tenant shall not voluntarily or by operation of law assign, transfer or encumber (collectively "Assign") assign this Lease or sublet all or any part of Tenant's interest in this Lease or in the Leased Premises without Landlord's the prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned, withheld or delayed, given under and subject to the terms of this SECTION 5.06. Notwithstanding the foregoing, the Any request by Tenant may, upon written notice to the for Landlord, in whole or in part, sublet the Leased Premises, or Assign this Lease 's consent to an affiliate, parent assignment or subsidiary of the Tenant which retains at least a fifty percent (50%) interest in the Tenant, so long as Tenant shall remain responsible in case of default, and, provided, further, no such permittedsubletting or assignment shall relieve the Tenant of liability under this Lease. An assignment of this Lease to an entity arising as a result of merger, acquisition or consolidation shall sublease must be also permitted without the consent of Landlord (but with written notice to the Landlord) as long as the entity's financial condition is at least equivalent to the greater of (i) the financial condition of Tenant as of the date of this Lease, or (ii) the financial condition of Tenant as of the date of the proposed merger, acquisition or consolidation.accompanied by:
(b1) Except as permitted in SECTION 5.06(a), if Tenant desires to Assign this Lease or any interest herein or sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice a copy of such intent. Tenant's notice shall specify the date the proposed assignment or sublease would be effective and be accompanied by information pertinent to Landlord's determination sublease; (2) a written statement as to the financial and operational responsibility and appropriateness of the proposed assignee or subtenant, including, without limitation, its name, business and financial condition, financial details of the proposed transfer, the intended use (including any modification) of the Leased Premises, and exact copies of all of the proposed agreements between Tenant and the proposed assignees or subtenants. If requested by Landlord within ten (10) business days after receipt of Tenant's notice, Tenant shall promptly provide Landlord with (i) such other or additional information or documents reasonably requested by Xxxxxxxx, and (ii) an opportunity to meet and interview the proposed assignees or subtenants.
(c) Landlord shall have a period of ten (10) days following such interview and receipt of such additional information (or twenty (20) days from the date of Tenant's original notice if Landlord does not request additional information or an interview) within which to notify Tenant in writing that Landlord elects either (i) to terminate this Lease as to the space so affected as of the effective date specified by Tenant, in which event Tenant will be relieved of all further obligations hereunder as to such space, or (ii) to permit Tenant to Assign this Lease or sublet such space to the proposed assignee or sublessee's intended use of the Premises;
(3) a Xxxx and Bradstreet report or an equivalent report of the proposed assignee or sublessee in a form reasonably acceptable to Landlord; (4) financial statements including the most current annual income statement and balance sheet (as defined by generally accepted accounting practices) for the proposed assignee or sublessee (iiiand Landlord shall observe the confidentiality of any such statements which are not public); (5) at the Landlord's discretion, banking and business references for the proposed assignee or sublessee; and (6) a description of the intended use of the Premises by the proposed assignee or sublessee and a satisfactory report from an environmental engineer, satisfactory to not permit Tenant Landlord, concerning said use and the risks of environmental contamination resulting from the proposed use of the Premises by the assignee or subtenant. Landlord reserves the right to Assign this Lease or sublet request such space other information as reasonably necessary to qualify the proposed assignee or sublessee. If Landlord fails agrees to notify respond to any request by Tenant for approval of an assignment or subletting within 15 days after receiving the request and the information described above. Notwithstanding the foregoing, Tenant shall have the right to assign or sublet to any wholly owned subsidiary or parent entity without the consent of Landlord, provided that Tenant notifies Landlord in writing of such election within said period, advance and delivers to Landlord shall be deemed to have approved the proposed assignee or sublessee. Failure by Landlord to approve a proposed subtenant or assignee shall not cause a termination of this Leaseinformation regarding the transaction described above.
(db) In the event Tenant shall request Landlord consents to an assignment or subletting, and in the consent case of Landlord to any assignment or subletting with respect to which Landlord's consent is not required hereunder, Tenant shall pay nevertheless at all times remain fully responsible and liable for the payment of rent and for compliance with all other obligations under the terms, conditions and covenants of this Lease. Landlord a processing fee reserves the right to receive all rental money obtained from the assignment or sublease as the case may be. In the event that Tenant receives payments from an approved assignee or sublessee in excess of $250.00 the Basic Rent and shall reimburse Landlord for Landlord's reasonable attorneys' fees (not to exceed $2,000.00) incurred in connection therewith. All such fees shall be deemed Additional Rent due under this Lease.
(e) Any rent or other consideration realized by Tenant under any such sublease or assignment in excess of (i) the Rent payable hereunder, (ii) any reasonable tenant improvement allowance or other economic concession (e.g., space planning allowance, moving expenses, free or reduced rent periods, etc.), (iii) any advertising costs and brokerage commissions associated with such assignment or sublease, and (iv) any reasonable legal fees associated with such assignment or sublease ("Profit"), shall be divided and paid as follows: fifty percent (50%) to Tenant and fifty percent (50%) to Landlord; provided, however, that if Tenant is in default hereunder beyond any applicable cure period, Landlord shall be entitled to receive, for the account of Tenant, Tenant's share 50% of such excess rent and Landlord shall credit Xxxxxxover the Tenant's share out-of-pocket costs of such excess rent toward any amounts owed by Tenant to Landlord.
(f) In any subletting undertaken by Tenant, Tenant shall use commercially reasonable efforts to obtain not less than fair market sublease rent for the space to sublet. In any assignment of this Lease in whole or in part, Tenant shall use commercially reasonable efforts to obtain from the assignee consideration reflecting a value of not less than fair market assignment rent for the space subject to such assignment.
(g) The consent of Landlord to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Tenant or to any subsequent or successive assignment or subletting by the assignee or subtenant. However(e.g., Xxxxxxxx may consent to subsequent assignments space improvement costs and sublettings of the Lease or sublease or amendments or modifications thereto, without notifying Tenant or any other party liable on the Lease or sublease and without obtaining their consent. Such action shall not relieve Tenant or any such other party from liability under this Lease or a sublease.
(hbroker's commissions) Except in addition to the extent the parties otherwise agree in writing, no assignment or subletting by Tenant shall relieve Tenant of any obligation Basic Rent and Additional Rent due under this Lease. In Upon the event occurrence of default an Event of Default (as defined hereinafter), if all or any part of the Premises are then assigned or sublet, Landlord, in addition to any other remedies provided for by an this Lease or provided for by law, may, at its option, collect directly from the assignee or subtenant all rents becoming due to Tenant by reason of the assignment or sublease. Any collection directly by Landlord from the assignee or subtenant shall not be construed to constitute a novation or a release of Tenant or any successor of Xxxxxx in from the further performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee, subtenant or successor. Any assignment or subletting which conflicts with the provisions hereof shall be void and, at Landlord's option, shall constitute a default its obligations under this Lease.
(i) Notwithstanding anything to the contrary contained within this SECTION 5.06, Landlord acknowledges that, although Tenant anticipates that its space needs will encompass the total of the Leased Premises at some point in the near future, a portion of the space which Xxxxxx is currently accepting and leasing may be initially determined to be in excess of Tenant's current short term space planning needs. As a result, should Tenant submit a request to Landlord for Landlord's consent to Xxxxxx's sublease of a portion of the Leased Premises at any time during the first thirty (30) months of the Term and such sublease along with all other current subleases and assignments, in the aggregate, do not exceed 25,440 rentable square feet, such request shall not be subject to Landlord's right of recapture pursuant to SECTION 5.06(c) above.
Appears in 1 contract
Samples: Lease Agreement (Drugstore Com Inc)
Assignment or Sublease. (a) Tenant shall not voluntarily or by operation of law assign, transfer or encumber (collectively "“Assign"”) or sublet all or any part of Tenant's ’s interest in this Lease or in the Leased Premises, or allow any third party to use any portion of the Leased Premises (which for purposes of the balance of this Section 5.6 shall be deemed to be a “sublet” or “sublease” of the Leased Premises), without Landlord's ’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, given under and subject to the terms of this SECTION 5.06. Notwithstanding the foregoing, the Tenant may, upon written notice to the Landlord, in whole or in part, sublet the Leased Premises, or Assign this Lease to an affiliate, parent or subsidiary of the Tenant which retains at least a fifty percent (50%) interest in the Tenant, so long as Tenant shall remain responsible in case of default, and, provided, further, no such permittedsubletting or assignment shall relieve the Tenant of liability under this Lease. An assignment of this Lease to an entity arising as a result of merger, acquisition or consolidation shall be also permitted without the consent of Landlord (but with written notice to the Landlord) as long as the entity's financial condition is at least equivalent to the greater of (i) the financial condition of Tenant as of the date of this Lease, or (ii) the financial condition of Tenant as of the date of the proposed merger, acquisition or consolidationSection 5.6.
(b) Except as permitted in SECTION 5.06(a), if If Tenant desires to Assign this Lease or any interest herein or sublet the Leased Premises or any part thereof, Tenant shall give Landlord a request for consent to such transaction, in writing. Xxxxxx’s written notice of such intent. Tenant's notice request for consent shall specify the date the proposed assignment or sublease would be effective and be accompanied by information pertinent to Landlord's ’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or subtenant, including, without limitation, its name, business and financial condition, financial details of the proposed transfer, the intended use (including any modification) of the Leased Premises, and exact copies of all of the proposed agreements agreement(s) between Tenant and the proposed assignees assignee or subtenantssubtenant. If requested by Landlord within ten (10) business days after receipt of Tenant's notice, Tenant shall promptly provide Landlord with (i) such other or additional information or documents reasonably requested (within ten (10) days after receiving Tenant’s consent request) by XxxxxxxxLandlord, and (ii) an opportunity to meet and interview the proposed assignees assignee or subtenantssubtenant, if requested by Xxxxxxxx.
(c) Landlord shall have a period until the later of (i) ten (10) business days following such interview and receipt of all such additional information information, or (or twenty ii) thirty (2030) days from the date of Tenant's ’s original notice if Landlord Xxxxxxxx does not request additional information or an interview) , within which to notify Tenant in writing that Landlord elects either (iA) to terminate this Lease if Tenant is seeking consent to Assign this Lease, or if Tenant is seeking consent to sublet more than forty percent (40%) of the Leased Premises, to terminate the Lease as to the space portion of the Leased Premises so affected as of the effective date of the proposed assignment or sublease specified by Tenant, in which event Tenant will be relieved of all further obligations hereunder as to such spaceportion of the Leased Premises as of such date, other than those obligations which survive termination of the Lease, or (iiB) to permit Tenant consent to or withhold consent to Tenant’s request to Assign this Lease or sublet such space space, such consent not to be withheld so long as the proposed assignee or sublessee; sublessee is approved by Landlord, which approval Landlord shall not unreasonably withhold or (iii) to not permit Tenant to Assign this Lease delay, and is of sound financial condition as determined by Landlord in its commercially reasonable discretion, the use of the Leased Premises by such proposed assignee or sublet such space to sublessee would be a Permitted Use, the proposed assignee or sublessee. If Landlord fails to notify Tenant in writing of sublessee executes such election within said period, reasonable assumption documentation as Landlord shall be deemed to have approved require, and the proposed assignee or sublesseesublessee is not (x) already a tenant in the Building or (y) a party with whom Xxxxxxxx has been discussing the leasing of space in the Building within the immediately preceding sixty (60) days. Failure by Landlord to approve a proposed subtenant or assignee shall not cause a termination of this Lease.
(d) In the event Tenant shall request the consent of Landlord to any assignment or subletting hereunder, Tenant shall pay Landlord a processing fee of $250.00 and shall reimburse Landlord for Landlord's reasonable attorneys' fees (not to exceed $2,000.00) incurred in connection therewith2,500.00. All such fees shall be deemed Additional Rent under this Lease.
(e) Any rent or other consideration realized by Tenant under any such sublease or assignment in excess of (i) the Rent payable hereunder, (ii) any reasonable tenant improvement allowance or other economic concession (e.g., space planning allowance, moving expenses, free or reduced rent periods, etc.), and (iii) any advertising costs and brokerage commissions associated with such assignment or sublease, and (iv) any reasonable legal fees associated with such assignment or sublease ("“Profit"”), shall be divided and paid as follows: fifty percent (50%) to Tenant and fifty percent (50%) to Landlord; provided, however, that if Tenant is in default hereunder beyond any applicable cure period, Landlord shall be entitled to receive, for the account of Tenant, Tenant's share of all such excess rent and Landlord shall credit Xxxxxx's share of such excess rent toward any amounts owed by Tenant to LandlordProfit.
(f) In any subletting undertaken by Tenant, Tenant shall use commercially reasonable efforts to obtain not less than fair market sublease rent for the space to sublet. In any assignment of this Lease in whole or in part, Tenant shall use commercially reasonable efforts to obtain from the assignee consideration reflecting a value of not less than fair market assignment rent for the space subject to such assignment.
(g) The consent of Landlord to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Tenant or to any subsequent or successive assignment or subletting by the assignee or subtenant. However, Xxxxxxxx may consent to subsequent assignments and sublettings of the Lease or sublease or amendments or modifications thereto, without notifying Tenant or any other party liable on the Lease or sublease and without obtaining their consent. Such action shall not relieve Tenant or any such other party from liability under this Lease or a sublease.
(h) Except to the extent the parties otherwise agree in writing, no assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease. In the event of default by an assignee or subtenant of Tenant or any successor of Xxxxxx in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee, subtenant or successor. Any assignment or subletting which conflicts with the provisions hereof shall be void and, at Landlord's option, shall constitute a default under this Lease.
(i) Notwithstanding anything to the contrary contained within this SECTION 5.06, Landlord acknowledges that, although Tenant anticipates that its space needs will encompass the total of the Leased Premises at some point in the near future, a portion of the space which Xxxxxx is currently accepting and leasing may be initially determined to be in excess of Tenant's current short term space planning needs. As a result, should Tenant submit a request to Landlord for Landlord's consent to Xxxxxx's sublease of a portion of the Leased Premises at any time during the first thirty (30) months of the Term and such sublease along with all other current subleases and assignments, in the aggregate, do not exceed 25,440 rentable square feet, such request shall not be subject to Landlord's right of recapture pursuant to SECTION 5.06(c) above.
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Assignment or Sublease. (a) Tenant shall not voluntarily or by operation of law assign, transfer assign or encumber (collectively "Assign") its interest in 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 interest in this Lease ’s authorized representatives, employees, invitees, or in guests) to occupy or use all or any part of the Leased Premises without first obtaining Landlord's prior written consent, ’s consent which consent Landlord shall not be unreasonably withheld, conditioned, or delayed, given under and subject to the terms of this SECTION 5.06withhold. Notwithstanding the foregoing, the Tenant may, upon written notice to the Landlord, in whole or in part, sublet the Leased Premises, or Assign this Lease to an affiliate, parent or subsidiary of the Tenant which retains at least a fifty percent (50%) interest in the Tenant, so long as Tenant shall remain responsible in case of default, and, provided, further, no such permittedsubletting or assignment shall relieve the Tenant of liability under this Lease. An assignment of this Lease to an entity arising as a result of merger, acquisition or consolidation Landlord shall be also permitted without the deemed reasonable in withholding its consent of Landlord (but with written notice to the Landlord) as long as the entity's financial condition is at least equivalent to the greater of if it determines in its sole discretion that: (i) the financial condition net worth of Tenant the proposed assignee or sub lessee is not equal to or greater than Tenant’s financial net worth as of the date of this LeaseLease as increased by the increase in the Consumer Price Index, if any, between the date of this Lease and the date of the assignment or sublease; (ii) the financial condition of Tenant as intended use of the date Premises by the proposed assignee or sub lessee is inconsistent, incompatible or competes with other uses in the Project; (iii) the intended use of the Premises by the proposed merger, acquisition assignee or consolidation.
sub lessee will require more than insignificant alteration of the Premises; (biv) Except as permitted in SECTION 5.06(a), if Tenant desires to Assign the intended use of the Premises by the proposed assignee or sub lessee will constitute a violation of this Lease or any interest herein governmental law, rule, ordinance or sublet regulation governing the Leased Premises or would involve the storage, use or keeping of Hazardous Materials (as defined in Exhibit H attached hereto) in, on or about the Premises, the Common Areas or any part thereofother portion of the Project. Any assignment, Tenant shall give Landlord written notice of such intent. Tenant's notice shall specify the date the proposed assignment encumbrance or sublease would be effective and be accompanied by information pertinent to without Landlord's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or subtenant, including, without limitation, its name, business and financial condition, financial details of the proposed transfer, the intended use (including any modification) of the Leased Premises, and exact copies of all of the proposed agreements between Tenant and the proposed assignees or subtenants. If requested by Landlord within ten (10) business days after receipt of Tenant's notice, Tenant shall promptly provide Landlord with (i) such other or additional information or documents reasonably requested by Xxxxxxxx, and (ii) an opportunity to meet and interview the proposed assignees or subtenants.
(c) Landlord shall have a period of ten (10) days following such interview and receipt of such additional information (or twenty (20) days from the date of Tenant's original notice if Landlord does not request additional information or an interview) within which to notify Tenant in writing that Landlord elects either (i) to terminate this Lease as to the space so affected as of the effective date specified by Tenant, in which event Tenant will be relieved of all further obligations hereunder as to such space, or (ii) to permit Tenant to Assign this Lease or sublet such space to the proposed assignee or sublessee; or (iii) to not permit Tenant to Assign this Lease or sublet such space to the proposed assignee or sublessee. If Landlord fails to notify Tenant in writing of such election within said period, Landlord ’s written consent shall be deemed to have approved the proposed assignee or sublessee. Failure by Landlord to approve a proposed subtenant or assignee shall not cause a termination of this Lease.
(d) In the event Tenant shall request the consent of Landlord to any assignment or subletting hereunder, Tenant shall pay Landlord a processing fee of $250.00 voidable and shall reimburse Landlord for at Landlord's reasonable attorneys' fees (not to exceed $2,000.00) incurred in connection therewith. All such fees shall be deemed Additional Rent under this Lease.
(e) Any rent or other consideration realized by Tenant under any such sublease or assignment in excess of (i) the Rent payable hereunder, (ii) any reasonable tenant improvement allowance or other economic concession (e.g., space planning allowance, moving expenses, free or reduced rent periods, etc.), (iii) any advertising costs and brokerage commissions associated with such assignment or sublease, and (iv) any reasonable legal fees associated with such assignment or sublease ("Profit")’s election, shall be divided and paid as follows: fifty percent (50%) to Tenant and fifty percent (50%) to constitute a default. Landlord; provided, however, that if Tenant is in default hereunder beyond any applicable cure period, Landlord shall be entitled to receive, for the account of Tenant, Tenant's share of such excess rent and Landlord shall credit Xxxxxx's share of such excess rent toward any amounts owed by Tenant to Landlord.
(f) In any subletting undertaken by Tenant, Tenant shall use commercially reasonable efforts to obtain not less than fair market sublease rent for the space to sublet. In any assignment of this Lease in whole ’s waiver or in part, Tenant shall use commercially reasonable efforts to obtain from the assignee consideration reflecting a value of not less than fair market assignment rent for the space subject to such assignment.
(g) The consent of Landlord to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Tenant or to any subsequent or successive assignment or subletting by the assignee or subtenant. However, Xxxxxxxx may consent to subsequent assignments and sublettings of the Lease or sublease or amendments or modifications thereto, without notifying Tenant or any other party liable on the Lease or sublease and without obtaining their consent. Such action shall not relieve Tenant or any such other party assignee or sub lessee from liability under this Lease or a sublease.
(h) Except to the extent the parties otherwise agree in writing, no assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease whether or not accrued. 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 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 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. The phrase “controlling percentage” means ownership of and right to vote stock possessing at least 25% of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for election of directors. The preceding two sentences of this paragraph shall not apply to corporations the stock of which is traded through a public exchange. If Landlord shall consent to any assignment or sublease of this Lease. In , one-half (50%) of all sums and other consideration payable to or for the event benefit of default by an the Tenant from its assignee or subtenant in excess of the rent payable by Tenant to Landlord under this Lease, or any successor of Xxxxxx in the performance case of any a sublease, in excess of the terms hereofrent fairly allocable to such subleased portion as reasonably determined by Landlord, shall be paid to Landlord, as and when such sums are due and payable. If Tenant requests Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee, subtenant or successor. Any to consent to a proposed assignment or subletting which conflicts Tenant shall pay to Landlord, whether or not consent is ultimately given, $500.00 or Landlord’s reasonable attorneys’ fees incurred in connection with the provisions hereof such request, whichever is greater. No interest of Tenant in this Lease shall be void andassignable by involuntary assignment through operation of law (including, at Landlord's optionwithout 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 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 under by Tenant and Landlord shall have the right to elect to terminate this Lease.
(i) Notwithstanding anything to the contrary contained within this SECTION 5.06, Landlord acknowledges that, although Tenant anticipates that its space needs will encompass the total of the Leased Premises at some point in the near future, a portion of the space which Xxxxxx is currently accepting and leasing may be initially determined to be in excess of Tenant's current short term space planning needs. As a result, should Tenant submit a request to Landlord for Landlord's consent to Xxxxxx's sublease of a portion of the Leased Premises at any time during the first thirty (30) months of the Term and such sublease along with all other current subleases and assignments, in the aggregate, do not exceed 25,440 rentable square feet, such request which case this Lease shall not be subject to Landlord's right treated as an asset of recapture pursuant to SECTION 5.06(c) aboveTenant.
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Assignment or Sublease. (a) Tenant shall not voluntarily or by operation of law assign, transfer or encumber (collectively "Assign") or sublet all or any part of Tenant's interest in this Lease or in the Leased Premises without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, given under and subject to the terms of this SECTION Section 5.06. Notwithstanding the foregoing, the Tenant may, upon written notice anything to the Landlordcontrary contained in this Lease, in whole Landlord and Tenant agree as follows, Tenant may assign this Lease or in part, sublet the Leased Premises, or Assign this Lease any portion thereof, without Landlord's consent and without being subjected to an affiliate, parent Section 5.06(c) or subsidiary of the Tenant which retains at least a fifty percent (50%e) interest in the Tenant, so long as Tenant shall remain responsible in case of default, and, provided, further, no such permittedsubletting or assignment shall relieve the Tenant of liability under this Lease. An assignment of this Lease to an entity arising as a result of merger, acquisition or consolidation shall be also permitted without the consent of Landlord below (but with prior written notice to the Landlord) Landlord as long as the entity's financial condition is at least equivalent to the greater of discussed below): (i) the financial condition of an entity controlling, controlled by or under common control with Tenant, (ii) a successor entity related to Tenant as of the date of this Leaseby merger, consolidation, reorganization or government action, or (iiiii) a purchaser of substantially all of Tenant's assets located in the financial condition of Tenant as of the date of the proposed merger, acquisition or consolidationLeased Premises.
(b) Except as permitted in SECTION 5.06(a), if If Tenant desires to Assign this Lease or any interest herein or sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice of such intent. Tenant's notice shall specify the date the proposed assignment or sublease would be effective and be accompanied by information pertinent to Landlord's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or subtenant, including, without limitation, its name, business and financial condition, financial details of the proposed transfer, the intended use (including any modification) of the Leased Premises, and exact copies of all of the proposed agreements agreement(s) between Tenant and the proposed assignees assignee or subtenantssubtenant. If requested by Landlord within ten (10) business days after receipt of Tenant's notice, Tenant shall promptly provide Landlord with (i) such other or additional information or documents reasonably requested (within ten (10) days after receiving Tenant's notice) by XxxxxxxxLandlord, and (ii) an opportunity to meet and interview the proposed assignees assignee or subtenantssubtenant, if requested by Landlord.
(c) Landlord shall have a period of ten (10) business days following such interview and receipt of such additional information (or twenty fifteen (2015) business days from the date of Tenant's original notice if Landlord does not request additional information or an interview) within which to notify Tenant in writing that Landlord elects either (i) to terminate this Lease as to the space so affected as of the effective date specified by Tenant, in which event Tenant will be relieved of all further obligations hereunder as to such space, or (ii) to permit Tenant to Assign this Lease or sublet such space space, subject, however, to prior written approval of the proposed assignee or sublessee; sublessee by Landlord, such consent not to be unreasonably withheld so long as the use of the Leased Premises by such proposed assignee or sublessee would be a Permitted Use (iii) to not permit Tenant to Assign this Lease or sublet such space to unless otherwise approved by Landlord), the proposed assignee or sublesseesublessee is of sound financial condition as determined by Landlord in its reasonable discretion, the proposed assignee executes such reasonable assumption documentation as Landlord shall require, and the proposed assignee or sublessee is not already a tenant in the Building. Notwithstanding the foregoing, if Landlord elects option (i) above, Tenant may elect to withdraw Tenant's request to sublet or assign such portion of the Leased Premises by written notice to Landlord given on or before the date which is five (5) business days following Landlord's notice to Tenant of its intent to recapture such space. Upon such notice by Tenant, Landlord's election to recapture the subject space in that instance shall be null and void and Tenant shall retain possession of such subject space. If Landlord fails to notify Tenant in writing of such election within said period, Landlord shall be deemed to have approved waived option (i) above, but written approval by Landlord of the proposed assignee or sublesseesublessee shall still be required. Failure by Landlord to approve a proposed subtenant or assignee shall not cause a termination of this Lease.
(d) In the event Tenant shall request the consent of Landlord to any assignment or subletting hereunder, Tenant shall pay Landlord a processing fee of $250.00 and shall reimburse Landlord for Landlord's reasonable attorneys' fees (incurred in connection therewith not to exceed $2,000.00) incurred in connection therewith1,000. All such fees shall be deemed Additional Rent under this Lease.
(e) Any rent or other consideration realized by Tenant under any such sublease or assignment in excess of (i) the Rent payable hereunder, (ii) after recovery of the reasonable cost of Tenant Extra Improvements for which Tenant has paid and reasonable subletting and assignment costs, including without limitation any reasonable tenant improvement allowance or other economic concession (e.g.broker's commissions, space planning allowance, moving expenses, free or reduced rent periods, etc.), (iii) any advertising costs attorneys' fees and brokerage commissions associated with such assignment or sublease, and (iv) any reasonable legal remodeling fees associated with such assignment or sublease ("Profit"), shall be divided and paid as follows: fifty forty percent (5040%) to Tenant and fifty sixty percent (5060%) to Landlord; provided, however, that if Tenant is in default hereunder beyond any applicable cure period, Landlord shall be entitled to receive, for the account of Tenant, Tenant's share of such excess rent and Landlord shall credit Xxxxxx's share of such excess rent toward any amounts owed by Tenant to Landlord.
(f) In any subletting undertaken by Tenantevent in which Landlord has no right to recapture, Tenant shall use commercially reasonable efforts diligently seek to obtain not less than fair market sublease rent for the space to sublet. In any assignment of this Lease in whole or in part, Tenant shall use commercially reasonable efforts seek to obtain from the assignee consideration reflecting a value of not less than fair market assignment rent for the space subject to such assignment.
(g) The consent of Landlord to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Tenant or to any subsequent or successive assignment or subletting by the assignee or subtenant. However, Xxxxxxxx Landlord may consent to subsequent assignments and sublettings of the Lease or sublease or amendments or modifications thereto, without notifying Tenant or any other party liable on the Lease or sublease and without obtaining their consent. Such action shall not relieve Tenant or any such other party from liability under this Lease or a sublease.
(h) Except to the extent the parties otherwise agree in writing, no No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease. In the event of default by an assignee or subtenant of Tenant or any successor of Xxxxxx Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee, subtenant or successor. Any assignment or subletting which conflicts with the provisions hereof shall be void and, at Landlord's option, shall constitute a default under this Lease.
(i) Notwithstanding anything any other provision of this Section 5.06 (other than Section 5.06(i)), Tenant shall have the right to sublease up to 15,896 square feet of space within the contrary contained within this SECTION 5.06, Landlord acknowledges that, although Tenant anticipates Existing Premises for a sublease term that its space needs will encompass does not exceed the total first twenty-four (24) months following the Term Commencement Date of the Leased Premises at some point in Existing Premises, and Tenant shall be allowed to keep any excess rent derived from such sublease and Landlord shall not have the near future, a right to recapture the subleased premises during such initial twenty-four (24) month period. Tenant shall also have the right to sublease all or any portion of the space which Xxxxxx is currently accepting and leasing may be initially determined to be in excess of Tenant's current short Expansion Premises for a sublease term space planning needs. As a result, should Tenant submit a request to Landlord for Landlord's consent to Xxxxxx's sublease of a portion that does not extend beyond the last day of the Leased Premises at any time during the first thirty eighteenth (3018th) months month of the Term for the Expansion Premises, and Tenant shall be allowed to keep any excess rent derived from such sublease along with all other current subleases and assignments, in the aggregate, do not exceed 25,440 rentable square feet, such request Landlord shall not be subject have the right to Landlord's right of recapture pursuant to SECTION 5.06(cthe subleased premises during such initial eighteen (18) abovemonth period.
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