Assignment or Subletting by Tenant. 17.1. Except as may be specifically set forth in this section 17 of the Agreement, the Tenant shall not: 17.1.1. assign, or purport to assign, this Agreement or any of the Tenant’s rights hereunder; 17.1.2. sublet, or purport to sublet, the Leased Premises or any portion thereof; 17.1.3. license, or purport to license, the use or occupancy of the Leased Premises or any portion thereof; 17.1.4. otherwise transfer, or attempt to transfer any interest including, without limiting the generality of the foregoing, a mortgage, pledge or security interest, in this Agreement, the Leased Premises or the right to the use and occupancy of the Leased Premises; or 17.1.5. indirectly accomplish, or permit or suffer the accomplishment of, any of the foregoing by merger or consolidation with another entity, by acquisition or disposition of assets or liabilities outside the ordinary course of the Tenant’s business or by acquisition or disposition, by the Tenant’s equity owners or subordinated creditors, of any of their respective interests in the Tenant. 17.2. The Tenant shall not assign this Agreement or any of the Tenant’s rights hereunder or sublet the Leased Premises or any portion thereof without first giving three months’ prior notice to the Landlord of its desire to assign or sublet and requesting the Landlord’s consent and without first receiving the Landlord’s prior written consent. The notice shall be accompanied by an agreement by Tenant to reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment or sublease and the documentation related thereto. The Tenant’s notice to the Landlord also shall include: 17.2.1. the full name, address and telephone number of the proposed assignee or sublessee; 17.2.2. a description of the type(s) of business in which the proposed assignee or sublessee is engaged and proposes to engage; 17.2.3. a description of the precise use to which the proposed assignee or sublessee intends to put the Leased Premises or portion thereof; 17.2.4. the proposed assignee’s or subtenant’s most recent quarterly and annual financial statements prepared in accordance with generally accepted accounting principles and any other evidence of financial position and responsibility that the Tenant or proposed assignee or sublessee may desire to submit; 17.2.5. by diagram and measurement of the actual square feet of floor space, the precise portion of the Leased Premises proposed to be subject to the assignment of this Agreement or to be sublet; 17.2.6. a complete, accurate and detailed description of the terms of the proposed assignment or sublease including, without limiting the generality of the foregoing, all consideration paid or given, or proposed to be paid or to be given, by the proposed assignee, sublessee or other person to the Tenant and the respective times of payment or delivery; and 17.2.7. any other information reasonably requested by the Landlord. 17.3. By the expiration of the notice period contemplated by subsection 17.2 of this Agreement, the Landlord, in its sole discretion, shall take one of the following actions by notice to the Tenant: 17.3.1. grant consent on the terms and conditions set forth in subsection 17.4 of this Agreement and such other reasonable terms and conditions set forth in the Landlord’s notice; 17.3.2. refuse to grant consent for any of the reasons set forth in subsection 17.5 of this Agreement or for any other reasonable reason set forth in the Landlord’s notice; or 17.3.3. elect to terminate the Term as of (a) the end of the third full month after the Tenant has given notice of the Tenant’s desire to assign or sublet or (b) the proposed effective date of the proposed assignment or sublease. 17.4. The Landlord’s consent to the Tenant’s proposed assignment or sublease, if granted under subsection 17.3.1 of this Agreement, shall be subject to all the following terms and conditions (and to any other terms and conditions permitted by that subsection): 17.4.1. any proposed assignee or sublessee shall, by document executed and delivered forthwith to the Landlord, agree to be bound by all the obligations of the Tenant set forth in this Agreement; 17.4.2. the Tenant shall remain liable under this Agreement, jointly and severally with any proposed assignee or sublessee, for the timely performance of all obligations of the Tenant set forth in this Agreement; 17.4.3. the Tenant shall forthwith deliver to the Landlord manually executed copies of all documents regarding the proposed assignment or sublease and a written, accurate and complete description, manually executed both by the Tenant and the proposed assignee or sublessee, of any other agreement, arrangement or understanding between them regarding the same; 17.4.4. with respect to any consideration or other thing of value received or to be received by the Tenant in connection with any such assignment or sublease (other than those payable in equal monthly installments each month during the proposed term of any such assignment or sublease), the Tenant shall pay to the Landlord one-half of any such amount and one-half of the fair market value of any other thing of value within 10 days of receipt of same; 17.4.5. with respect to any amount payable to the Tenant in equal monthly installments each month during the proposed term of any such assignment or sublease in connection with such assignment or sublease, which amount is in excess of the amount which bears the same ratio to the monthly installment of Rent due from the Tenant as the usable floor space of the Leased Premises subject to the assignment or sublease bears to the usable floor space of the entire Leased Premises, the Tenant shall pay one-half of such excess to the Landlord together with the Tenant’s monthly installment of Rent; 17.4.6. the proposed use of the Leased Premises is the same as that permitted under subsection 7.1 of this Agreement; and 17.4.7. Tenant shall reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment or sublease and the documentation related thereto. 17.5. The Landlord’s refusal to grant consent under subsection 17.3.2 of this Agreement shall not be deemed an unreasonable withholding of consent if based upon any of the following reasons (or any other reason permitted by that subsection): 17.5.1. the Landlord desires to take one of the other actions enumerated in subsection 17.3 of this Agreement; 17.5.2. there is already another assignee, sublessee or licensee of all or a portion of the Leased Premises; 17.5.3. the proposed sublessee or assignee, or any of their affiliates, is an existing tenant in the Building; or 17.5.4. the proposed sublease is for a term of less than one year; 17.5.5. the proposed sublease is for a term which would expire after the Term; 17.5.6. less than one year remains in the Term as of the proposed effective date of the proposed assignment or sublease; 17.5.7. the general reputation, financial position or ability or type of business of, or the anticipated use of the Leased Premises by, the proposed assignee or proposed sublessee is unsatisfactory to the Landlord or is inconsistent with those of tenants of Other Leased Premises or inconsistent with any commitment made by the Landlord to any such other tenant; 17.5.8. the proposed consideration to be paid to the Tenant during any period of 12 months is less than the amount of the Market Rental Rate divided by the gross rentable floor space of the Leased Premises and multiplied by that portion of the gross rentable floor space of the Leased Premises proposed to be subject to the proposed assignment or sublease; 17.5.9. the gross rentable floor space of the portion of the Leased Premises proposed to be sublet is less than one-third of the gross rentable floor space of the Leased Premises; or 17.5.10. Tenant has advertised or listed the space for subleasing or assignment at a rate which is less than the rate being quoted by Landlord for other available space in the Building.
Appears in 2 contracts
Samples: Lease Agreement (Foamix Pharmaceuticals Ltd.), Lease Agreement (Foamix Pharmaceuticals Ltd.)
Assignment or Subletting by Tenant. 17.1. 17.1 Except as may be specifically set forth in this section 17 of the Agreement, the Tenant shall not, by operation of law or otherwise:
17.1.1. 17.1.1 assign, or purport to assign, this Agreement or any of the Tenant’s rights hereunder;
17.1.2. 17.1.2 sublet, or purport to sublet, the Leased Premises or any portion thereof;
17.1.3. 17.1.3 license, or purport to license, the use or occupancy of the Leased Premises or any portion thereof;
17.1.4. 17.1.4 otherwise transfer, or attempt to transfer any interest including, without limiting the generality of the foregoing, a mortgage, pledge or security interest, in this Agreement, the Leased Premises or the right to the use and occupancy of the Leased Premises; or
17.1.5. 17.1.5 indirectly accomplish, or permit or suffer the accomplishment of, any of the foregoing by merger or consolidation with another entity, by acquisition or disposition of assets or liabilities outside the ordinary course of the Tenant’s business or by acquisition or disposition, by the Tenant’s equity owners or subordinated creditors, of any of their respective interests in the Tenant.
17.2. 17.2 The Tenant shall not assign this Agreement or any of the Tenant’s rights hereunder or sublet the Leased Premises or any portion thereof without first giving three (3) months’ prior notice to the Landlord of its desire to assign or sublet and requesting the Landlord’s consent and without first receiving the Landlord’s prior written consent. The notice shall , such consent not to be accompanied by an agreement by Tenant to reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment unreasonably withheld, conditioned or sublease and the documentation related theretodelayed. The Tenant’s notice to the Landlord also shall include:
17.2.1. 17.2.1 the full name, address and telephone number of the proposed assignee or sublessee;
17.2.2. 17.2.2 a description of the type(s) of business in which the proposed assignee or sublessee is engaged and proposes to engage;
17.2.3. 17.2.3 a description of the precise use to which the proposed assignee or sublessee intends to put the Leased Premises or portion thereof;
17.2.4. 17.2.4 the proposed assignee’s or subtenant’s most recent quarterly and annual financial statements prepared in accordance with generally accepted accounting principles and any other evidence of financial position and responsibility that the Tenant or proposed assignee or sublessee may desire to submit;
17.2.5. 17.2.5 by diagram and measurement of the actual square feet of floor space, the precise portion of the Leased Premises proposed to be subject to the assignment of this Agreement or to be sublet;
17.2.6. 17.2.6 a complete, accurate and detailed description of the terms of the proposed assignment or sublease including, without limiting the generality of the foregoing, all consideration paid or given, or proposed to be paid or to be given, by the proposed assignee, sublessee or other person to the Tenant and the respective times of payment or delivery;
17.2.7 a payment to the Landlord of an administrative processing fee in the amount of Five Hundred ($500.00) Dollars; and
17.2.7. 17.2.8 any other information reasonably requested by the Landlord.
17.3. 17.3 By the expiration of the notice period contemplated by subsection 17.2 of this Agreement, the Landlord, in its sole discretion, shall take one of the following actions by notice to the Tenant:
17.3.1. 17.3.1 grant consent on the terms and conditions set forth in subsection 17.4 of this Agreement and such other reasonable terms and conditions set forth in the Landlord’s notice;
17.3.2. 17.3.2 refuse to grant consent for any of the reasons set forth in subsection 17.5 of this Agreement or for any other reasonable reason set forth in the Landlord’s notice; or
17.3.3. 17.3.3 elect to terminate the Term as of (a) the end of the third full month after the Tenant has given notice of the Tenant’s desire to assign or sublet or (b) the proposed effective date of the proposed assignment or sublease.
17.4. 17.4 The Landlord’s consent to the Tenant’s proposed assignment or sublease, if granted under subsection 17.3.1 of this Agreement, shall be subject to all the following terms and conditions (and to any other terms and conditions permitted by that subsection):
17.4.1. 17.4.1 any proposed assignee or sublessee shall, by document executed and delivered forthwith to the Landlord, agree to be bound by all the obligations of the Tenant set forth in this Agreement;
17.4.2. 17.4.2 the Tenant shall remain liable under this Agreement, jointly and severally with any proposed assignee or sublessee, for the timely performance of all obligations of the Tenant set forth in this Agreement;
17.4.3. 17.4.3 the Tenant shall forthwith deliver to the Landlord manually executed copies of all documents regarding the proposed assignment or sublease and a written, accurate and complete description, manually executed both by the Tenant and the proposed assignee or sublessee, of any other agreement, arrangement or understanding between them regarding the same;
17.4.4. 17.4.4 with respect to any consideration or other thing of value received or to be received by the Tenant in connection with any such assignment or sublease (other than those payable in equal monthly installments each month during the proposed term of any such assignment or sublease), the Tenant shall pay to the Landlord one-half of any such amount and one-half of the fair market value of any other thing of value within 10 ten (10) days of receipt of same;; and
17.4.5. 17.4.5 with respect to any amount payable to the Tenant in equal monthly installments each month during the proposed term of any such assignment or sublease in connection with such assignment or sublease, which amount is in excess of the amount which bears the same ratio to the monthly installment of Rent due from the Tenant as the usable gross rentable floor space of the Leased Premises subject to the assignment or sublease bears to the usable gross rentable floor space of the entire Leased Premises, the Tenant shall pay one-half of such excess to the Landlord together with the Tenant’s monthly installment of Rent;
17.4.6. the proposed use of the Leased Premises is the same as that permitted under subsection 7.1 of this Agreement; and
17.4.7. Tenant shall reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment or sublease and the documentation related thereto.
17.5. 17.5 The Landlord’s refusal to grant consent under subsection 17.3.2 of this Agreement shall not be deemed an unreasonable withholding of consent if based upon any of the following reasons (or any other reason permitted by that subsection):
17.5.1. 17.5.1 the Landlord desires to take one of the other actions enumerated in subsection 17.3 of this Agreement;
17.5.2. 17.5.2 there is already another assignee, sublessee or licensee of all or a portion of the Leased Premises;
17.5.3. the proposed sublessee or assignee, or any of their affiliates, is an existing tenant in the Building; or
17.5.4. 17.5.3 the proposed sublease is for a term of less than one year;
17.5.5. 17.5.4 the proposed sublease is for a term which would expire after the Term;
17.5.6. 17.5.5 less than one year remains in the Term as of the proposed effective date of the proposed assignment or sublease;
17.5.7. 17.5.6 the general reputation, financial position or ability or type of business of, or the anticipated use of the Leased Premises by, the proposed assignee or proposed sublessee is reasonably unsatisfactory to the Landlord or is inconsistent with those of tenants of Other Leased Premises or of the Carnegie Center Complex or inconsistent with any commitment made by the Landlord to any such other tenant;
17.5.8. 17.5.7 the proposed consideration to be paid to the Tenant during any period of 12 twelve (12) months is less than the amount of the Market Rental Rate divided by the gross rentable floor space of the Leased Premises and multiplied by that portion of the gross rentable floor space of the Leased Premises proposed to be subject to the proposed assignment or sublease;
17.5.9. 17.5.8 [Intentionally Omitted];
17.5.9 the gross rentable floor space proposed assignee or sublessee is a tenant, sublessee or other occupant of Other Leased Premises or other premises in the Carnegie Center Complex; or
17.5.10 any part of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Leased Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to the Landlord and its affiliates.
17.6 Notwithstanding anything to the contrary set forth in section 17 of this Agreement, the Landlord hereby consents to the Tenant’s assignment of this Agreement or subletting the Leased Premises or portion thereof specified below if:
17.6.1 at or prior to the respective dates of exercise and effectiveness thereof (a)(i) no Event of Default shall have occurred or (ii) if an Event of Default shall have occurred, the Tenant shall have previously cured it in full or the Landlord shall have waived it and (b) there shall not have been a History of Recurring Events of Default; and
17.6.2 the Tenant and the proposed assignee or sublessee comply with all the conditions set forth in subsections 17.4.1 through 17.4.3 of this Agreement; and
17.6.3 at the date of effectiveness of the proposed assignment or sublet there is not already more than one other assignee, sublessee or licensee of the Leased Premises proposed to be sublet is less than one-third of the gross rentable floor space of the Leased Premisesor any portions thereof; or
17.5.10. Tenant has advertised or listed the space for subleasing or assignment at a rate which is less than the rate being quoted by Landlord for other available space in the Building.and
Appears in 2 contracts
Samples: Lease Agreement (LianBio), Lease Agreement (LianBio)
Assignment or Subletting by Tenant. 17.1. Except as may be specifically set forth in this section 17 (including, without limitation, subsection 17.6) of the Agreement, the Tenant shall not:
17.1.1. assign, or purport to assign, assign this Agreement or any of the Tenant’s 's rights hereunder;
17.1.2. sublet, or purport to sublet, sublet the Leased Premises or any portion thereof;
17.1.3. license, or purport to license, license the use or occupancy of the Leased Premises or any portion thereof;
17.1.4. otherwise transfer, or attempt to transfer any interest including, without limiting the generality of the foregoing, a mortgage, pledge or security interest, in this Agreement, the Leased Premises or the right to the use and occupancy of the Leased Premises; or
17.1.5. indirectly accomplish, or permit or suffer the accomplishment of, any of the foregoing by merger or consolidation with another entity, by acquisition or disposition of assets or liabilities outside the ordinary course of the Tenant’s 's business or by acquisition or disposition, by the Tenant’s 's equity owners or subordinated creditors, of any of their respective interests in the Tenant.
17.2. The Except as may be specifically set forth in this section 17 (including, without limitation, subsection 17.6) of the Agreement, the Tenant shall not assign this Agreement or any of the Tenant’s 's rights hereunder or sublet the Leased Premises or any portion thereof without first giving three months’ seven (7) business days' prior notice to the Landlord of its desire to assign or sublet and requesting the Landlord’s 's consent and without first receiving the Landlord’s prior written consent. The notice which consent shall not be accompanied by an agreement by Tenant to reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment unreasonably withheld, delayed or sublease and the documentation related theretoconditioned. The Tenant’s 's notice to the Landlord also shall include:
17.2.1. the full name, address and telephone number of the proposed assignee or sublessee;
17.2.2. a description of the type(s) of business in which the proposed assignee or sublessee is engaged and proposes to engage;
17.2.3. a description of the precise use to which the proposed assignee or sublessee intends to put the Leased Premises or portion thereofthereof if not substantially the same as permitted in subsection 7.1 and, if the use is not substantially the same, any other information reasonably requested by the Landlord;
17.2.4. the proposed assignee’s 's or subtenant’s 's most recent quarterly and annual financial statements prepared in accordance with generally accepted accounting principles and or any other evidence of financial position and responsibility that the Tenant or proposed assignee or sublessee may desire to submit;
17.2.5. by diagram and measurement of the actual square feet of floor space, the precise portion of the Leased Premises proposed to be subject to the assignment of this Agreement or to be sublet;
17.2.6. a complete, accurate and detailed description of the terms of the proposed assignment or sublease including, without limiting the generality of the foregoing, all consideration paid or given, or proposed to be paid or to be given, by the proposed assignee, sublessee or other person to the Tenant and the respective times of payment or delivery; and
17.2.7. any other information reasonably requested by the Landlord.
17.3. By the expiration of the seven (7) business day notice period contemplated by provided in subsection 17.2 of this Agreement, the Landlord, in its sole discretion, shall take one of the following actions by notice to the Tenant:
17.3.1. grant consent on the terms and conditions set forth in subsection 17.4 of this Agreement and such other reasonable terms and conditions set forth in the Landlord’s noticeAgreement;
17.3.2. refuse reasonably and in good faith decline to grant consent for any of the reasons set forth in subsection 17.5 of this Agreement or for any other reasonable reason set forth in the Landlord’s noticeAgreement; or
17.3.3. elect to terminate the Term as of (a) the end of the third full month after the Tenant has given notice of the Tenant’s 's desire to assign or sublet or (b) the proposed effective date of the proposed assignment or sublease.
17.4. The Landlord’s 's consent to the Tenant’s 's proposed assignment or sublease, if granted under subsection 17.3.1 of this Agreement, shall be subject to all the following terms and conditions (and to any other terms and conditions permitted by that subsection):conditions:
17.4.1. any proposed assignee or sublessee shall, by document executed and delivered forthwith to the Landlord, agree to be bound by all the obligations of the Tenant set forth in this Agreement;
17.4.2. the Tenant shall remain liable under this Agreement, jointly and severally with any proposed assignee or sublessee, for the timely performance of all obligations of the Tenant set forth in this Agreement;
17.4.3. the Tenant shall forthwith deliver to the Landlord manually executed copies of all documents regarding the proposed assignment or sublease and a written, accurate and complete description, manually executed both by the Tenant and the proposed assignee or sublessee, of any other agreement, arrangement or understanding between them regarding the same;
17.4.4. with respect to any consideration or other thing of value received or to be received by the Tenant directly in connection with any consideration for such assignment or sublease (other than advance rent payments and security deposits and those amounts payable in equal monthly installments each month during the proposed term of any such assignment or sublease), the Tenant shall pay to the Landlord one-half of any such amount and one-half of the fair market value (in excess of Tenant's basis) of any other thing of value within 10 days of receipt of samesame after Tenant shall have fully recovered any brokerage fees, attorneys fees, repair and improvement costs, fees payable to Landlord pursuant to Section 17.4.6, below, and other costs and expenses incurred by Tenant in connection with such assignment or subletting;
17.4.5. with respect to any amount payable to the Tenant in equal monthly installments each month during the proposed term of any such assignment or sublease in connection with such assignment or sublease, which amount is in excess of the amount which bears the same ratio to the monthly installment of Rent due from the Tenant as the usable floor space of the Leased Premises subject to the assignment or sublease bears to the usable floor space of the entire Leased Premises, the Tenant shall pay one-half of such excess to the Landlord together with the Tenant’s 's monthly installment of Rent;
Rent after Tenant shall have fully recovered any brokerage fees, attorneys fees, repair and improvement costs, fees payable to Landlord pursuant to Section 17.4.6. the proposed use of the Leased Premises is the same as that permitted under subsection 7.1 of this Agreement, below, and other costs and expenses incurred by Tenant in connection with such assignment or subletting; and
17.4.717.4.6. Tenant shall reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment or sublease and the documentation related thereto, not to exceed $500 per transaction.
17.5. The Landlord’s 's refusal to grant consent under subsection 17.3.2 of this Agreement shall not be deemed an unreasonable withholding of consent if based upon any of the following reasons (or any other reason permitted by that subsection):
17.5.1. the Landlord desires to take one of the other actions enumerated in subsection 17.3 of this Agreement;
17.5.2. there is already another assignee, sublessee or licensee of all or a portion of the Leased Premises;
17.5.3. the proposed sublessee or assignee, or any of their affiliates, is an existing tenant in the Building; or
17.5.4. the proposed sublease is for a term of less than one year;
17.5.5. the proposed sublease is for a term which would expire after the Term;
17.5.6. less than one year remains in the Term as of the proposed effective date of the proposed assignment or sublease;
17.5.717.5.3. the general reputation, financial position or ability or type of business of, or the anticipated use of the Leased Premises by, the proposed assignee or proposed sublessee is unsatisfactory to the Landlord or is substantially inconsistent with uses of those of tenants of Other Leased Premises or inconsistent with any commitment made by the Landlord to any such other tenantPremises;
17.5.817.5.4. the proposed consideration to be paid to the Tenant during any period of 12 months is less than sixty (60%) percent the amount of the Market Rental Rate divided by the gross rentable floor space of the Leased Premises and multiplied by that portion of the gross rentable floor space of the Leased Premises proposed to be subject to the proposed assignment or sublease;; or
17.5.917.5.5. the gross rentable floor space of the portion of the Leased Premises proposed to be sublet is less than one-third of the gross rentable floor space of the Leased Premises; or.
17.5.1017.5.6. Tenant has advertised or listed agrees that no advertisement offering any portion of the space Leased Premises for subleasing sublet or assignment at shall state a rental rate which is less than the rate being quoted by Basic Rent, but it may state "terms to be negotiated".
17.6. Anything in this section 17 to the contrary notwithstanding, and expressly without triggering any advance notice requirement or Landlord for other available space in termination or recapture right, the Building.Tenant shall have the right to assign this Agreement or sublet the Leased Premises or portions thereof without the prior written consent of the Landlord and without the application of subsections 17.1 and 17.2 of this Agreement if one of the following is applicable:
17.6.1 the assignee or sublessee is an Affiliate of the Tenant and the Affiliate relationship was not created to avoid the operation of this section of the Agreement; or
Appears in 1 contract
Samples: Lease Agreement (Enzon Inc)
Assignment or Subletting by Tenant. 17.1. 17.1 Except as may be specifically set forth in this section 17 of the Agreement, the Tenant shall not:
17.1.1. 17.1.1 assign, or purport to assign, this Agreement or any of the Tenant’s 's rights hereunder;
17.1.2. 17.1.2 sublet, or purport to sublet, the Leased Premises or any portion thereof;
17.1.3. 17.1.3 license, or purport to license, the use or occupancy of the Leased Premises or any portion thereof;
17.1.4. 17.1.4 otherwise transfer, or attempt to transfer any interest including, without limiting the generality of the foregoing, a mortgage, pledge or security interest, in this Agreement, the Leased Premises or the right to the use and occupancy of the Leased Premises; or
17.1.5. 17.1.5 indirectly accomplish, or permit or suffer the accomplishment of, any of the foregoing by merger or consolidation with another entity, by acquisition or disposition of assets or liabilities outside the ordinary course of the Tenant’s 's business or by acquisition or disposition, by the Tenant’s 's equity owners or subordinated creditors, of any of their respective interests in the Tenant.
17.2. 17.2 The Tenant shall not assign this Agreement or any of the Tenant’s 's rights hereunder or sublet the Leased Premises or any portion thereof without first giving three months’ 30 days' prior notice to the Landlord of its desire to assign or sublet and requesting the Landlord’s 's consent and without first receiving the Landlord’s 's prior written consent. The notice shall be accompanied by an agreement by Tenant to reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment or sublease and the documentation related thereto. The Tenant’s 's notice to the Landlord also shall include:
17.2.1. 17.2.1 the full name, address and telephone number of the proposed assignee or sublessee;
17.2.2. 17.2.2 a description of the type(s) of business in which the proposed assignee or sublessee is engaged and proposes to engage;
17.2.3. 17.2.3 a description of the precise use to which the proposed assignee or sublessee intends to put the Leased Premises or portion thereof;
17.2.4. 17.2.4 the proposed assignee’s 's or subtenant’s 's most recent quarterly and annual financial statements prepared in accordance with generally accepted accounting principles and any other evidence of financial position and responsibility that the Tenant or proposed assignee or sublessee may desire to submit;
17.2.5. 17.2.5 by diagram and measurement of the actual square feet of floor space, the precise portion of the Leased Premises proposed to be subject to the assignment of this Agreement or to be sublet;
17.2.6. 17.2.6 a complete, accurate and detailed description of the terms of the proposed assignment or sublease including, without limiting the generality of the foregoing, all consideration paid or given, or proposed to be paid or to be given, by the proposed assignee, sublessee or other person to the Tenant and the respective times of payment or delivery; and
17.2.7. 17.2.7 any other information reasonably requested by the Landlord.
17.3. 17.3 By the expiration of the notice period contemplated by subsection 17.2 of this Agreement, the Landlord, in its sole discretion, shall take one of the following actions by notice to the Tenant:
17.3.1. 17.3.1 grant consent on the terms and conditions set forth in subsection 17.4 of this Agreement and such other reasonable terms and conditions set forth in the Landlord’s 's notice;
17.3.2. 17.3.2 refuse to grant consent for any of the reasons set forth in subsection 17.5 of this Agreement or for any other reasonable reason set forth in the Landlord’s noticeAgreement; or
17.3.3. 17.3.3 elect to terminate the Term as of (a) the end of the third full month after the Tenant has given notice of the Tenant’s 's desire to assign or sublet or (b) the proposed effective date of the proposed assignment or sublease.
17.4. 17.4 The Landlord’s 's consent to the Tenant’s 's proposed assignment or sublease, if granted under subsection 17.3.1 of this Agreement, shall be subject to all the following terms and conditions (and to any other terms and conditions permitted by that subsection):
17.4.1. 17.4.1 any proposed assignee or sublessee sublesee shall, by document executed and delivered forthwith to the Landlord, agree to be bound by all the obligations of the Tenant set forth in this Agreement;
17.4.2. 17.4.2 the Tenant shall remain liable under this Agreement, jointly and severally with any proposed assignee or sublessee, for the timely performance of all obligations of the Tenant set forth in this Agreement;
17.4.3. 17.4.3 the Tenant shall forthwith deliver to the Landlord manually executed copies of all documents regarding the proposed assignment or sublease and a written, accurate and complete description, manually executed both by the Tenant and the proposed assignee or sublessee, of any other agreement, arrangement or understanding between them regarding the same;
17.4.4. 17.4.4 with respect to any consideration or other thing of value received or to be received by the Tenant in connection with any such assignment or sublease (other than those payable in equal monthly installments each month during the proposed term of any such assignment or sublease), the Tenant shall pay to the Landlord one-half of any such amount and one-half of the fair market value of any other thing of value within 10 days of receipt of same;; and
17.4.5. 17.4.5 with respect to any amount payable to the Tenant in equal monthly installments each month during the proposed term of any such assignment or sublease in connection with such assignment or sublease, which amount is in excess of the amount which bears the same ratio to the monthly installment of Rent due from the Tenant as the usable floor space of the Leased Premises subject to the assignment or sublease bears to the usable floor space of the entire Leased Premises, the Tenant shall pay one-half of such excess to the Landlord together with the Tenant’s 's monthly installment of Rent;
17.4.6. the proposed use of the Leased Premises is the same as that permitted under subsection 7.1 of this Agreement; and
17.4.7. Tenant shall reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment or sublease and the documentation related thereto.
17.5. 17.5 The Landlord’s 's refusal to grant consent under subsection 17.3.2 of this Agreement shall not be deemed an unreasonable withholding of consent if based upon any of the following reasons (or any other reason permitted by that subsection):
17.5.1. 17.5.1 the Landlord desires to take one of the other actions action enumerated in subsection 17.3 17.3.3 of this Agreement;:
17.5.2. 17.5.2 there is already another assignee, sublessee or licensee of all or a portion of the Leased Premises;
17.5.3. the proposed sublessee or assignee, or any of their affiliates, is an existing tenant in the Building; or
17.5.4. 17.5.3 the proposed sublease is for a term of less than one year;
17.5.5. 17.5.4 the proposed sublease is for a term which would expire after the Term;
17.5.6. 17.5.5 less than one year remains in the Term as of the proposed effective date of the proposed assignment or sublease;
17.5.7. 17.5.6 the general reputation, financial position or ability or type of business of, or the anticipated use of the Leased Premises by, by the proposed assignee or proposed sublessee is reasonably unsatisfactory to the Landlord or is inconsistent with those of tenants of Other Leased Premises or of the Carnegie Center Complex or inconsistent with any commitment made by the Landlord to any such other tenant;
17.5.8. 17.5.7 the proposed consideration to be paid to the Tenant during any period of 12 months is less than the amount of the Market Rental Rate divided by the gross rentable floor space of the Leased Premises and multiplied by that portion of the gross rentable floor space of the Leased Premises Premise proposed to be subject to the proposed assignment or subleasesublease and the Tenant or any of its agents shall have publicized such lower rate in any media or broad based mailing;
17.5.9. 17.5.8 the gross rentable floor space of the portion of the Leased Premises proposed to be sublet is less than one-third of the gross rentable floor space of the Leased Premises; or
17.5.10. Tenant has advertised 17.5.9 the proposed assignee or listed the space for subleasing sublessee is a tenant of other Leased Premises or assignment at a rate which is less than the rate being quoted by Landlord for other available space premises in the BuildingCarnegie Center Complex.
17.6 Notwithstanding anything to the contrary set forth in section 17 of this Agreement, the Landlord hereby consents to the Tenant's subletting the Leased Premises or portion thereof specified below if:
17.6.1 at or prior to the respective dates of exercise and effectiveness thereof (a) (i) no Event of Default shall have occurred or (ii) if an Event of Default shall have occurred, the Tenant shall have previously cured it in full and the Landlord shall have waived it and (b) there shall not have been a History of Recurring Events of Default; and
17.6.2 the Tenant and the proposed sublessee comply with all the conditions set forth in subsections 17.4.1 through 17.4.3 of this Agreement; and
17.6.3 at the date of effectiveness of the proposed sublet there is not already more than one other assignee, sublessee or licensee of the Leased Premises or any portions thereof; and
17.6.4 one of the following is applicable:
17.6.4.1 the proposed sublessee is, and continues to be, an Affiliate of the Tenant, and if the proposed sublessee is also a person controlling the Tenant the proposed sublessee shall also have and shall continue to have a net worth at least as great as the greatest of the net worth of the Tenant (i) on the Commencement Date, (ii) before the transaction or event giving rise to such controlling relationship and (iii) immediately after the transaction or event giving rise to such controlling relationship; or
17.6.4.2 the proposed sublessee is a person (a) resulting from the merger or consolidation of the Tenant with or into such person or (b) purchasing substantially all the assets (subject to substantially all the liabilities) of the Tenant, provided either the Tenant or the proposed sublessee shall have and shall continue to have a net worth at least as great as the greatest of the net worth of the Tenant (i) on the Commencement Date, (ii) before the transaction or event giving rise to such controlling relationship and (iii) immediately after the transaction or event giving rise to such controlling relationship. 18 SIGNS, DISPLAYS AND ADVERTISING.
18.1 The Tenant shall have one sign identifying the Landlord's assigned number for the Leased Premises at the principal entrance to the Leased Premises. The Tenant may identify itself in or on each of: the sign at the principal entrance to the Leased Premises, the Building directory and the directory, if any, on the floor of the Building on which the Leased Premises is located. All such signs, and the method and materials used in mounting and dismounting them, shall be in accordance with the Landlord's specifications. All such signs shall be provided and mounted by the Landlord at the Landlord's expense, except that the Tenant shall bear any expense of identifying itself on the sign at the principal entrance to the Leased Premises.
18.2 No other sign, advertisement, fixture or display shall be used by the Tenant on the Property or in the Building or the Common Facilities. Any signs other than those specifically permitted under subsection 18.1 of this Agreement shall be removed promptly by the Tenant or by the Landlord at the Tenant's expense.
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Assignment or Subletting by Tenant. 17.1. Except as may be specifically set forth in Tenant shall have the absolute right to assign this section 17 Agreement or sublease all or a portion of the AgreementPremises without the prior written consent of the Landlord (a “Permitted Assignment”), subject, however, to the Tenant shall notfollowing express limitations:
17.1.1. assign, The aggregate amount of space leased to Tenant in all buildings in Carnegie Center to be subleased or purport assigned by Tenant or its affiliates shall not exceed one hundred fifty thousand (150,000) square feet of Net Rentable Area.
17.1.2. Tenant shall not sublease or assign any part of the Premises to assign, this Agreement or any existing tenant in any of the Tenantbuildings in Carnegie Center without Landlord’s rights hereunder;
17.1.2. subletprior consent, which consent shall not be unreasonably withheld, if vacant space is not then available in Carnegie Center which directly competes with the space Tenant proposes to sublet or purport to sublet, the Leased Premises or any portion thereof;
17.1.3. license, or purport to license, the use or occupancy of the Leased Premises or any portion thereof;
17.1.4. otherwise transfer, or attempt to transfer any interest including, without limiting the generality of the foregoing, a mortgage, pledge or security interest, in this Agreement, the Leased Premises or the right to the use and occupancy of the Leased Premises; or
17.1.5. indirectly accomplish, or permit or suffer the accomplishment of, any of the foregoing by merger or consolidation with another entity, by acquisition or disposition of assets or liabilities outside the ordinary course of the Tenant’s business or by acquisition or disposition, by the Tenant’s equity owners or subordinated creditors, of any of their respective interests in the Tenantassign.
17.2. The As to any Permitted Assignment hereunder, the Tenant shall not assign this Agreement or any of the Tenant’s rights right hereunder or sublet the Leased Premises or any portion thereof without first giving three monthsfifteen (15) days’ prior notice to the Landlord of its desire to assign this Lease or sublet and requesting the Landlord’s consent and without first receiving the Landlord’s prior written consent. The notice shall be accompanied by an agreement by Tenant to reimburse Landlord for the reasonable expenses incurred in connection with the review all or a portion of the proposed assignment or sublease and the documentation related theretoPremises. The Tenant’s notice to the Landlord also shall include:
17.2.1. the full name, address and telephone number of the proposed assignee or sublessee;
17.2.2. a description of the type(s) of business in which the proposed assignee or sublessee is engaged and proposes to engage;
17.2.3. a description of the precise use to which the proposed assignee or sublessee intends to put the Leased Premises or portion thereof;
17.2.4. the proposed assignee’s or subtenant’s most recent quarterly and annual financial statements prepared in accordance with generally accepted accounting principles and any other evidence of financial position and responsibility that the Tenant or proposed assignee or sublessee may desire to submit;
17.2.5. by diagram and measurement of the actual square feet of floor space, the precise portion of the Leased Premises proposed to be subject to the assignment of this Agreement or to be sublet;
17.2.6. a complete, accurate and detailed description of the terms of the proposed assignment or sublease including, without limiting the generality of the foregoing, all consideration paid or given, or proposed to be paid or to be given, by the proposed assignee, sublessee or other person to the Tenant and the respective times of payment or delivery; and
17.2.7. any other information reasonably requested by the Landlord.
17.3. By the expiration Within fifteen (15) days of the notice period contemplated by subsection 17.2 receipt of this Agreementsuch notice, the Landlord, in its sole discretion, shall take one of the following actions by notice to the Tenant:
17.3.1. grant consent on the terms and conditions set forth in subsection 17.4 of this Agreement and such other reasonable terms and conditions set forth in the Landlord’s notice;
17.3.2. refuse to grant consent for any of the reasons set forth in subsection 17.5 of this Agreement or for any other reasonable reason set forth in the Landlord’s notice; or
17.3.3. may elect to terminate the Term with respect to such portion of the Premises proposed to be subject to the assignment or to be sublet as of (a) the end of the third full month after the Tenant has given notice of the Tenant’s desire to assign or sublet or (b) the proposed effective date of the proposed assignment or sublease.
17.4. The , which action hereunder shall be deemed “Landlord’s consent to the Tenant’s proposed assignment or sublease, if granted under subsection 17.3.1 of this Agreement, shall be subject to all the following terms and conditions (and to any other terms and conditions permitted by that subsection):
17.4.1Recapture”. any proposed assignee or sublessee shall, by document executed and delivered forthwith to the Landlord, agree to be bound by all the obligations Effective as of the Tenant set forth in this Agreement;
17.4.2. the Tenant shall remain liable under this Agreement, jointly and severally with any proposed assignee or sublessee, for the timely performance date of all obligations of the Tenant set forth in this Agreement;
17.4.3. the Tenant shall forthwith deliver to the Landlord manually executed copies of all documents regarding the proposed assignment or sublease and a written, accurate and complete description, manually executed both by the Tenant and the proposed assignee or sublessee, of any other agreement, arrangement or understanding between them regarding the same;
17.4.4. with respect to any consideration or other thing of value received or to be received by the Tenant in connection with any such assignment or sublease (other than those payable in equal monthly installments each month during the proposed term of any such assignment or sublease), the Tenant shall pay to the Landlord one-half of any such amount and one-half of the fair market value of any other thing of value within 10 days of receipt of same;
17.4.5. with respect to any amount payable to the Tenant in equal monthly installments each month during the proposed term of any such assignment or sublease in connection with such assignment or sublease, which amount is in excess of the amount which bears the same ratio to the monthly installment of Rent due from the Tenant as the usable floor space of the Leased Premises subject to the assignment or sublease bears to the usable floor space of the entire Leased Premises, the Tenant shall pay one-half of such excess to the Landlord together with the Tenant’s monthly installment of Rent;
17.4.6. the proposed use of the Leased Premises is the same as that permitted under subsection 7.1 of this Agreement; and
17.4.7. Tenant shall reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment or sublease and the documentation related thereto.
17.5. The Landlord’s refusal to grant consent under subsection 17.3.2 of this Agreement shall not be deemed an unreasonable withholding of consent if based upon any of the following reasons (or any other reason permitted by that subsection):
17.5.1. the Landlord desires to take one of the other actions enumerated in subsection 17.3 of this Agreement;
17.5.2. there is already another assignee, sublessee or licensee Recapture of all or a portion of the Leased Premises;
17.5.3. , Tenant shall thereafter have no further obligation under the proposed sublessee or assigneeLease applicable to such recaptured space, or any of their affiliates, is an existing tenant in the Building; or
17.5.4. the proposed sublease is for a term of less than one year;
17.5.5. the proposed sublease is for a term which would expire after the Term;
17.5.6. less than one year remains in the Term as of the proposed effective date of the proposed assignment or sublease;
17.5.7. the general reputation, financial position or ability or type of business of, or the anticipated use of the Leased Premises by, the proposed assignee or proposed sublessee is unsatisfactory except to the Landlord or is inconsistent with those extent of tenants of Other Leased Premises or inconsistent with any commitment made by the Landlord to any such other tenant;
17.5.8. the proposed consideration to be paid unpaid obligations due and owing from Tenant pursuant to the Tenant during any period terms and conditions of 12 months is less this Agreement.
17.3.1 Landlord’s Recapture election shall only apply to assignments or sublets (individually or cumulatively) of more than the amount of the Market Rental Rate divided by the gross rentable floor space of the Leased Premises and multiplied by that portion of the gross rentable floor space of the Leased Premises proposed to be subject to the proposed assignment or sublease;
17.5.9. the gross rentable floor space of the portion of the Leased Premises proposed to be sublet is less than one-third of the gross rentable floor space 20% of the Leased Premises; or
17.5.10. Tenant has advertised or listed the space for subleasing or assignment at a rate which is less than the rate being quoted by Landlord for other available space in the Building.
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Assignment or Subletting by Tenant. 17.1. 17.1 Except as may be specifically set forth in this section 17 of the Agreement, the Tenant shall not:
17.1.1. 17.1.1 assign, or purport to assign, this Agreement or any of the Tenant’s rights hereunder;
17.1.2. 17.1.2 sublet, or purport to sublet, the Leased Premises or any portion thereof;
17.1.3. 17.1.3 license, or purport to license, the use or occupancy of the Leased Premises or any portion thereof;
17.1.4. 17.1.4 otherwise transfer, or attempt to transfer any interest including, without limiting the generality of the foregoing, a mortgage, pledge or security interest, in this Agreement, the Leased Premises or the right to the use and occupancy of the Leased Premises; or
17.1.5. 17.1.5 indirectly accomplish, or permit or suffer the accomplishment of, any of the foregoing by merger or consolidation with another entity, by acquisition or disposition of assets or liabilities outside the ordinary course of the Tenant’s business or by acquisition or disposition, by the Tenant’s equity owners or subordinated creditors, of any of their respective interests in the Tenant.
17.2. 17.2 The Tenant shall not assign this Agreement or any of the Tenant’s rights hereunder or sublet the Leased Premises or any portion thereof without first giving three monthsthirty (30) days’ prior notice to the Landlord of its desire to assign or sublet and requesting the Landlord’s consent and without first receiving the Landlord’s prior written consent. The notice , which consent shall not be accompanied by an agreement by Tenant to reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment unreasonably withheld or sublease and the documentation related theretodelayed. The Tenant’s notice to the Landlord also shall include:
17.2.1. 17.2.1 the full name, address and telephone number of the proposed assignee or sublessee;
17.2.2. 17.2.2 a description of the type(s) of business in which the proposed assignee or sublessee is engaged and proposes to engage;
17.2.3. 17.2.3 a description of the precise use to which the proposed assignee or sublessee intends to put the Leased Premises or portion thereof;
17.2.4. 17.2.4 the proposed assignee’s or subtenant’s most recent quarterly and annual financial statements prepared in accordance with generally accepted accounting principles and any other evidence of financial position and responsibility that the Tenant or proposed assignee or sublessee may desire to submit;
17.2.5. 17.2.5 by diagram and measurement of the actual square feet of floor space, the precise portion of the Leased Premises proposed to be subject to the assignment of this Agreement or to be sublet;
17.2.6. 17.2.6 a complete, accurate and detailed description of the terms of the proposed assignment or sublease including, without limiting the generality of the foregoing, all consideration paid or given, or proposed to be paid or to be given, by the proposed assignee, sublessee or other person to the Tenant and the respective times of payment or delivery; and
17.2.7. 17.2.7 any other information reasonably requested by the Landlord.
17.3. 17.3 By the expiration of the notice period contemplated by subsection 17.2 of this Agreement, the Landlord, in its sole discretion, shall take one of the following actions by notice to the Tenant:
17.3.1. 17.3.1 grant consent on the terms and conditions set forth in subsection 17.4 of this Agreement and such other reasonable terms and conditions set forth in the Landlord’s notice;
17.3.2. 17.3.2 refuse to grant consent for any of the reasons set forth in subsection 17.5 of this Agreement or for any other reasonable reason set forth in the Landlord’s notice; or
17.3.3. 17.3.3 elect to terminate the Term as of (a) the end of the third full month after the Tenant has given notice of the Tenant’s desire to assign or sublet or (b) the proposed effective date of the proposed assignment or sublease.
17.4. 17.4 The Landlord’s consent to the Tenant’s proposed assignment or sublease, if granted under subsection 17.3.1 of this Agreement, shall be subject to all the following terms and conditions (and to any other terms and conditions permitted by that subsection):
17.4.1. 17.4.1 any proposed assignee or sublessee shall, by document executed and delivered forthwith to the Landlord, agree to be bound by all the obligations of the Tenant set forth in this Agreement;
17.4.2. 17.4.2 the Tenant shall remain liable under this Agreement, jointly and severally with any proposed assignee or sublessee, for the timely performance of all obligations of the Tenant set forth in this Agreement;
17.4.3. 17.4.3 the Tenant shall forthwith deliver to the Landlord manually executed copies of all documents regarding the proposed assignment or sublease and a written, accurate and complete description, manually executed both by the Tenant and the proposed assignee or sublessee, of any other agreement, arrangement or understanding between them regarding the same;
17.4.4. 17.4.4 with respect to any consideration or other thing of value received or to be received by the Tenant in connection with any such assignment or sublease (other than those payable in equal monthly installments each month during the proposed term of any such assignment or sublease), the Tenant shall pay to the Landlord one-half of any such amount and one-half of the fair market value of any other thing of value (net of Transaction Costs in connection with such respective assignment or sublet) within 10 ten (10) days of receipt of same;; and
17.4.5. 17.4.5 with respect to any amount payable to the Tenant in equal monthly installments each month during the proposed term of any such assignment or sublease in connection with such assignment or sublease, which amount is in excess of the amount which bears the same ratio to the monthly installment of Rent due from the Tenant as the usable floor space of the Leased Premises subject to the assignment or sublease bears to the usable floor space of the entire Leased Premises, the Tenant shall pay one-half of such excess (net of the amount of the balance of unrecovered Transaction Costs in connection with the respective assignment or sublet) to the Landlord together with the Tenant’s monthly installment of Rent;
17.4.6. the proposed use of the Leased Premises is the same as that permitted under subsection 7.1 of this Agreement; and
17.4.7. Tenant shall reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment or sublease and the documentation related thereto.
17.5. 17.5 The Landlord’s refusal to grant consent under subsection 17.3.2 of this Agreement shall not be deemed an unreasonable withholding of consent if based upon any of the following reasons (or any other reason permitted by that subsection):
17.5.1. 17.5.1 the Landlord desires to take one of the other actions enumerated in subsection 17.3 of this Agreement;
17.5.2. 17.5.2 there is already a combination of another assigneetwo assignees, sublessee sublessees or licensee licensees of all or a portion of the Leased Premises;
17.5.3. the proposed sublessee or assignee, or any of their affiliates, is an existing tenant in the Building; or
17.5.4. 17.5.3 the proposed sublease is for a term of less than one year;
17.5.5. 17.5.4 the proposed sublease is for a term which would expire after the Term;
17.5.6. 17.5.5 less than one year remains in the Term as of the proposed effective date of the proposed assignment or sublease;
17.5.7. 17.5.6 the general reputation, financial position or ability or type of business of, or the anticipated use of the Leased Premises by, the proposed assignee or proposed sublessee is unsatisfactory to the Landlord or is inconsistent with those of tenants of Other Leased Premises or of the Tower Center Complex or inconsistent with any commitment made by the Landlord to any such other tenant;
17.5.8. 17.5.7 the proposed consideration to be paid to the Tenant during any period of 12 twelve (12) months is marketed as less than the amount of the Market Rental Rate divided by the gross rentable floor space of the Leased Premises and multiplied by that portion of the gross rentable floor space of the Leased Premises proposed to be subject to the proposed assignment or sublease;
17.5.9. the gross rentable floor space of the portion of the Leased Premises proposed to be sublet is less than one-third of the gross rentable floor space of the Leased Premises; or
17.5.10. Tenant has advertised 17.5.8 the proposed assignee or listed the space for subleasing sublessee is a tenant of Other Leased Premises or assignment at a rate which is less than the rate being quoted by Landlord for other available space premises in the Building.
17.6 Notwithstanding anything to the contrary set forth in section 17 of this Agreement, the Landlord hereby consents to the Tenant’s assignment of this Agreement or subletting the Leased Premises or portion thereof specified below if:
17.6.1 at or prior to the respective dates of exercise and effectiveness thereof (a)(i) no Event of Default shall have occurred or (ii) if an Event of Default shall have occurred, the Tenant shall have previously cured it in full or the Landlord shall have waived it and (b) there shall not have been a History of Recurring Events of Default; and
17.6.2 the Tenant and the proposed assignee or sublessee comply with all the conditions set forth in subsections 17.4.1 through 17.4.3 of this Agreement; and
17.6 3 one of the following is applicable:
17.6.3.1 the proposed assignee or sublessee is, and continues to be, an Affiliate of the Tenant, provided that the proposed assignee or sublessee shall also have and shall continue to have a net worth at least as great as that of the Tenant on the Commencement Date; or
17.6.3.2 the proposed assignee or sublessee is a person (a) resulting from the merger or consolidation of the Tenant with or into such person or (b) purchasing substantially all the assets (subject to substantially all the liabilities) of the Tenant and succeeding to the business of the Tenant, provided either the Tenant or the proposed assignee or sublessee shall have and shall continue to have a net worth at least as great as that of the Tenant on the Commencement Date.
17.7 No person other than the Tenant shall have any assignment or sublet rights under this Agreement.
Appears in 1 contract
Assignment or Subletting by Tenant. 17.1. Except as may be specifically set forth in this section 17 of the Agreementhereinafter provided, the Tenant shall not:
17.1.1. not assign, transfer, pledge, hypothecate or purport to assign, encumber this Agreement Lease or any of the Tenant’s rights hereunder;
17.1.2. subletinterest herein, or purport to sublet, sublet the Leased Demised Premises or any portion thereof;
17.1.3. licensepart thereof or any right or privilege appurtenant thereto, or purport allow any person other than Tenant and its agents, managers, concessionaires, licensees, employees, residents, patients and medical staff to license, occupy or use the use or occupancy of the Leased Demised Premises or any portion thereof;
17.1.4part thereof without Landlord's prior written consent, which consent shall not be unreasonably withheld or delayed. otherwise transfer, or attempt to transfer any interest including, without limiting the generality of Notwithstanding the foregoing, Landlord's consent shall not be required for, and this Section 10.1 shall not prohibit, (i) an assignment to a mortgagecorporate parent, pledge affiliate or security interestsubsidiary of Tenant, or any joint venture, partnership or other entity, provided such assignee is either Integrated Living Communities, Inc. ("ILCI") or is "controlled" directly or indirectly by ILCI (the term "control" as used herein shall be deemed to mean ownership of at least 50% of the outstanding voting stock of a corporation, or other majority equity and voting interest if not a corporation); (ii) an assignment in connection with the sale of ten percent (10%) or more of ILCI's assets and (iii) an assignment in connection with a merger or consolidation. Any unauthorized assignment or sublease shall be voidable and shall constitute a breach of this Lease at Landlord's option. No assignment of this Lease shall be binding on Landlord until (a) a duplicate original of such assignment, duly executed by the assignor shall be delivered to Landlord, and (b) the assignee shall execute and deliver to Landlord an instrument in and by which the assignee shall assume and agree to perform, from and after the effective date of the assignment, all of the terms, covenants and conditions of this Lease on Tenant's part to be performed. At least thirty (30) days prior to the effectiveness of any assignment as to which Landlord's consent is required, Tenant shall deliver to Landlord a package of relevant information concerning the assignee. For purposes of this Lease, any sale or transfer of a controlling interest in Tenant shall be deemed an assignment of this Lease. No assignment, sale, transfer, pledge, hypothecation or encumbrance shall relieve Tenant of any obligation contained in this Agreement, the Leased Premises or the right to the use and occupancy of the Leased Premises; or
17.1.5Lease. indirectly accomplish, or permit or suffer the accomplishment of, any of the foregoing by merger or consolidation with another entity, by acquisition or disposition of assets or liabilities outside the ordinary course of the Tenant’s business or by acquisition or disposition, by the Tenant’s equity owners or subordinated creditors, of any of their respective interests in the Tenant.
17.2. The Tenant shall pay all of Landlord's reasonable costs and expenses (not assign this Agreement or any in excess of the Tenant’s rights hereunder or sublet the Leased Premises or any portion thereof without first giving three months’ prior notice to the Landlord of its desire to assign or sublet and requesting the Landlord’s consent and without first receiving the Landlord’s prior written consent. The notice shall be accompanied by an agreement by Tenant to reimburse Landlord for the $2,500), including reasonable expenses attorney's fees, incurred in connection with the review of the proposed assignment or sublease and the documentation related thereto. The Tenant’s notice to the Landlord also shall include:
17.2.1. the full nameany assignment, address and telephone number of the proposed assignee or sublessee;
17.2.2. a description of the type(s) of business in which the proposed assignee or sublessee is engaged and proposes to engage;
17.2.3. a description of the precise use to which the proposed assignee or sublessee intends to put the Leased Premises or portion thereof;
17.2.4. the proposed assignee’s or subtenant’s most recent quarterly and annual financial statements prepared in accordance with generally accepted accounting principles and any other evidence of financial position and responsibility that the Tenant or proposed assignee or sublessee may desire to submit;
17.2.5. by diagram and measurement of the actual square feet of floor spacesale, the precise portion of the Leased Premises proposed to be subject to the assignment of this Agreement or to be sublet;
17.2.6. a completetransfer, accurate and detailed description of the terms of the proposed assignment or sublease includingpledge, without limiting the generality of the foregoinghypothecation, all consideration paid or given, or proposed to be paid or to be given, by the proposed assignee, sublessee or other person to the Tenant and the respective times of payment or delivery; and
17.2.7. any other information reasonably requested by the Landlord.
17.3. By the expiration of the notice period contemplated by subsection 17.2 of this Agreement, the Landlord, in its sole discretion, shall take one of the following actions by notice to the Tenant:
17.3.1. grant consent on the terms and conditions set forth in subsection 17.4 of this Agreement and such other reasonable terms and conditions set forth in the Landlord’s notice;
17.3.2. refuse to grant consent for any of the reasons set forth in subsection 17.5 of this Agreement or for any other reasonable reason set forth in the Landlord’s notice; or
17.3.3. elect to terminate the Term as of (a) the end of the third full month after the Tenant has given notice of the Tenant’s desire to assign or sublet or (b) the proposed effective date of the proposed assignment or sublease.
17.4. The Landlord’s consent to the Tenant’s proposed assignment encumbrance or sublease, if granted under subsection 17.3.1 of this Agreement, shall be subject to all the following terms and conditions (and to any other terms and conditions permitted by that subsection):
17.4.1. any proposed assignee or sublessee shall, by document executed and delivered forthwith to the for which Landlord, agree to be bound by all the obligations of the Tenant set forth in this Agreement;
17.4.2. the Tenant shall remain liable under this Agreement, jointly and severally with any proposed assignee or sublessee, for the timely performance of all obligations of the Tenant set forth in this Agreement;
17.4.3. the Tenant shall forthwith deliver to the Landlord manually executed copies of all documents regarding the proposed assignment or sublease and a written, accurate and complete description, manually executed both by the Tenant and the proposed assignee or sublessee, of any other agreement, arrangement or understanding between them regarding the same;
17.4.4. with respect to any consideration or other thing of value received or to be received by the Tenant in connection with any such assignment or sublease (other than those payable in equal monthly installments each month during the proposed term of any such assignment or sublease), the Tenant shall pay to the Landlord one-half of any such amount and one-half of the fair market value of any other thing of value within 10 days of receipt of same;
17.4.5. with respect to any amount payable to the Tenant in equal monthly installments each month during the proposed term of any such assignment or sublease in connection with such assignment or sublease, which amount 's consent is in excess of the amount which bears the same ratio to the monthly installment of Rent due from the Tenant as the usable floor space of the Leased Premises subject to the assignment or sublease bears to the usable floor space of the entire Leased Premises, the Tenant shall pay one-half of such excess to the Landlord together with the Tenant’s monthly installment of Rent;
17.4.6. the proposed use of the Leased Premises is the same as that permitted under subsection 7.1 of this Agreement; and
17.4.7. Tenant shall reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment or sublease and the documentation related theretorequired.
17.5. The Landlord’s refusal to grant consent under subsection 17.3.2 of this Agreement shall not be deemed an unreasonable withholding of consent if based upon any of the following reasons (or any other reason permitted by that subsection):
17.5.1. the Landlord desires to take one of the other actions enumerated in subsection 17.3 of this Agreement;
17.5.2. there is already another assignee, sublessee or licensee of all or a portion of the Leased Premises;
17.5.3. the proposed sublessee or assignee, or any of their affiliates, is an existing tenant in the Building; or
17.5.4. the proposed sublease is for a term of less than one year;
17.5.5. the proposed sublease is for a term which would expire after the Term;
17.5.6. less than one year remains in the Term as of the proposed effective date of the proposed assignment or sublease;
17.5.7. the general reputation, financial position or ability or type of business of, or the anticipated use of the Leased Premises by, the proposed assignee or proposed sublessee is unsatisfactory to the Landlord or is inconsistent with those of tenants of Other Leased Premises or inconsistent with any commitment made by the Landlord to any such other tenant;
17.5.8. the proposed consideration to be paid to the Tenant during any period of 12 months is less than the amount of the Market Rental Rate divided by the gross rentable floor space of the Leased Premises and multiplied by that portion of the gross rentable floor space of the Leased Premises proposed to be subject to the proposed assignment or sublease;
17.5.9. the gross rentable floor space of the portion of the Leased Premises proposed to be sublet is less than one-third of the gross rentable floor space of the Leased Premises; or
17.5.10. Tenant has advertised or listed the space for subleasing or assignment at a rate which is less than the rate being quoted by Landlord for other available space in the Building.
Appears in 1 contract
Samples: Lease Agreement (Integrated Living Communities Inc)
Assignment or Subletting by Tenant. 17.1. Except as may be specifically set forth in this section 17 of the Agreement, the Tenant shall not:
17.1.1. assign, or purport to assign, this Agreement or any of the Tenant’s 's rights hereunder;
17.1.2. sublet, or purport to sublet, the Leased Premises or any portion thereof;
17.1.3. license, or purport to license, the use or occupancy of the Leased Premises or any portion thereof;
17.1.4. otherwise transfer, or attempt to transfer any interest including, without limiting the generality of the foregoing, a mortgage, pledge or security interest, in this Agreement, the Leased Premises or the right to the use and occupancy of the Leased Premises; or
17.1.5. indirectly accomplish, or permit or suffer the accomplishment of, any of the foregoing by merger or consolidation with another entity, by acquisition or disposition of assets or liabilities outside the ordinary course of the Tenant’s 's business or by acquisition or disposition, by the Tenant’s 's equity owners or subordinated creditors, of any of their respective interests in the Tenant.
17.2. The Tenant shall not assign this Agreement or any of the Tenant’s 's rights hereunder or sublet the Leased Premises or any portion thereof without first giving three months’ ' prior notice to the Landlord of its desire to assign or sublet and requesting the Landlord’s 's consent and without first receiving the Landlord’s 's prior written consent. The notice shall be accompanied by an agreement by Tenant to reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment or sublease and the documentation related thereto. The Tenant’s 's notice to the Landlord also shall include:
17.2.1. the full name, address and telephone number of the proposed assignee or sublessee;
17.2.2. a description of the type(s) of business in which the proposed assignee or sublessee is engaged and proposes to engage;
17.2.3. a description of the precise use to which the proposed assignee or sublessee intends to put the Leased Premises or portion thereof;
17.2.4. the proposed assignee’s 's or subtenant’s 's most recent quarterly and annual financial statements prepared in accordance with generally accepted accounting principles and any other evidence of financial position and responsibility that the Tenant or proposed assignee or sublessee may desire to submit;
17.2.5. by diagram and measurement of the actual square feet of floor space, the precise portion of the Leased Premises proposed to be subject to the assignment of this Agreement or to be sublet;
17.2.6. a complete, accurate and detailed description of the terms of the proposed assignment or sublease including, without limiting the generality of the foregoing, all consideration consider ation paid or given, or proposed to be paid or to be given, by the proposed assignee, sublessee or other person to the Tenant and the respective times of payment or delivery; and
17.2.7. any other information reasonably requested by the Landlord.
17.3. By the expiration of the notice period contemplated by subsection 17.2 of this Agreement, the Landlord, in its sole discretion, shall take one of the following actions by notice to the Tenant:
17.3.1. grant consent on the terms and conditions set forth in subsection 17.4 of this Agreement Agree ment and such other reasonable terms and conditions set forth in the Landlord’s 's notice;
17.3.2. refuse to grant consent for any of the reasons set forth in subsection 17.5 of this Agreement or for any other reasonable reason set forth in the Landlord’s 's notice; or
17.3.3. elect to terminate the Term as of (a) the end of the third full month after the Tenant has given notice of the Tenant’s 's desire to assign or sublet or (b) the proposed effective date of the proposed assignment or sublease.
17.4. The Landlord’s 's consent to the Tenant’s 's proposed assignment or sublease, if granted under subsection 17.3.1 of this Agreement, shall be subject to all the following terms and conditions (and to any other terms and conditions permitted by that subsection):
17.4.1. any proposed assignee or sublessee shall, by document executed and delivered forthwith to the Landlord, agree to assume and be bound by all the obligations of the Tenant set forth in this Agreement;
17.4.2. the Tenant shall remain liable under this Agreement, jointly and severally with any proposed assignee or sublessee, for the timely performance of all obligations of the Tenant set forth in this Agreement;
17.4.3. the Tenant shall forthwith deliver to the Landlord manually executed copies of all documents regarding the proposed assignment or sublease and a written, accurate and complete description, manually executed both by the Tenant and the proposed assignee or sublessee, of any other agreement, arrangement or understanding between them regarding the same;
17.4.4. with respect to any consideration or other thing of value received or to be received by the Tenant in connection with any such assignment or sublease (other than those payable in equal monthly installments each month during the proposed term of any such assignment or sublease), the Tenant shall pay to the Landlord one-half of any such amount and one-half of the fair market value of any other thing of value within 10 days of receipt of same;; and
17.4.5. with respect to any amount payable to the Tenant in equal monthly installments each month during the proposed term of any such assignment or sublease in connection with such assignment or sublease, which amount is in excess of the amount which bears the same ratio to the monthly installment of Rent due from the Tenant as the usable floor space of the Leased Premises subject to the assignment or sublease bears to the usable floor space of the entire Leased Premises, the Tenant shall pay one-half of such excess to the Landlord together with the Tenant’s 's monthly installment of Rent;
17.4.6. the proposed use of the Leased Premises is the same as that permitted under subsection 7.1 of this Agreement; and
17.4.7. Tenant shall reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment or sublease and the documentation related thereto.
17.5. The Landlord’s 's refusal to grant consent under subsection 17.3.2 of this Agreement shall not be deemed an unreasonable withholding of consent if based upon any of the following reasons (or any other reason permitted by that subsection):
17.5.1. the Landlord desires to take one of the other actions enumerated in subsection 17.3 of this Agreement;
17.5.2. there is already another assignee, sublessee or licensee of all or a portion of the Leased Premises;
17.5.3. the proposed sublessee or assignee, or any of their affiliates, is an existing tenant in the Building; or
17.5.4. the proposed sublease is for a term of less than one year;
17.5.517.5.4. the proposed sublease is for a term which would expire after the Term;
17.5.617.5.5. less than one year remains in the Term as of the proposed effective date of the proposed assignment or sublease;
17.5.717.5.6. the general reputation, financial position or ability or type of business of, or the anticipated use of the Leased Premises by, the proposed assignee or proposed sublessee subles see is unsatisfactory to the Landlord or is inconsistent with those of tenants of Other Leased Premises or of the Carnegie Center Complex or inconsistent with any commitment commit ment made by the Landlord to any such other tenant;
17.5.817.5.7. the proposed consideration to be paid to the Tenant during any period of 12 months is less than the amount of the Market Rental Rate divided by the gross rentable floor space of the Leased Premises and multiplied by that portion of the gross rentable floor space of the Leased Premises proposed to be subject to the proposed assignment or sublease;; or
17.5.917.5.8. the gross rentable floor space of the portion of the Leased Premises proposed to be sublet is less than one-third of the gross rentable floor space of the Leased Premises; or
17.5.10. Tenant has advertised or listed the space for subleasing or assignment at a rate which is less than the rate being quoted by Landlord for other available space in the Building.
Appears in 1 contract
Assignment or Subletting by Tenant. 17.1. Except as may be specifically set forth in this section 17 of the Agreement, the Tenant shall not:
17.1.1. assign, or purport to assign, this Agreement or any of the Tenant’s 's rights hereunder;
17.1.2. sublet, or purport to sublet, the Leased Premises or any portion thereof;
17.1.3. license, or purport to license, the use or occupancy of the Leased Premises or any portion thereof;
17.1.4. otherwise transfer, or attempt to transfer any interest including, without limiting the generality of the foregoing, a mortgage, pledge or security interest, in this Agreement, the Leased Premises or the right to the use and occupancy of the Leased Premises; or
17.1.5. indirectly accomplish, or permit or suffer the accomplishment of, any of the foregoing by merger or consolidation with another entity, by acquisition or disposition of assets or liabilities outside the ordinary course of the Tenant’s 's business or by acquisition or disposition, by the Tenant’s 's equity owners or subordinated creditors, of any of their respective interests in the Tenant.
17.2. The Tenant shall not assign this Agreement or any of the Tenant’s 's rights hereunder or sublet the Leased Premises or any portion thereof without first giving three months’ ' prior notice to the Landlord of its desire to assign or sublet and requesting the Landlord’s 's consent and without first receiving the Landlord’s 's prior written consent. The notice shall be accompanied by an agreement by Tenant to reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment or sublease and the documentation related thereto. The Tenant’s 's notice to the Landlord also shall include:
17.2.1. the full name, address and telephone number of the proposed assignee or sublessee;
17.2.2. a description of the type(s) of business in which the proposed assignee or sublessee is engaged and proposes to engage;
17.2.3. a description of the precise use to which the proposed assignee or sublessee intends to put the Leased Premises or portion thereof;
17.2.4. the proposed assignee’s 's or subtenant’s 's most recent quarterly and annual financial statements prepared in accordance with generally accepted accounting principles and any other evidence of financial position and responsibility that the Tenant or proposed assignee or sublessee may desire to submit;
17.2.5. by diagram and measurement of the actual square feet of floor space, the precise portion of the Leased Premises proposed to be subject to the assignment of this Agreement or to be sublet;
17.2.6. a complete, accurate and detailed description of the terms of the proposed assignment or sublease including, without limiting the generality of the foregoing, all consideration paid or given, or proposed to be paid or to be given, by the proposed assignee, sublessee or other person to the Tenant and the respective times of payment or delivery; and
17.2.7. any other information reasonably requested by the Landlord.
17.3. By the expiration of the notice period contemplated by subsection 17.2 of this Agreement, the Landlord, in its sole discretion, shall take one of the following actions by notice to the Tenant:
17.3.1. grant consent on the terms and conditions set forth in subsection 17.4 of this Agreement and such other reasonable terms and conditions set forth in the Landlord’s 's notice;
17.3.2. refuse to grant consent for any of the reasons set forth in subsection 17.5 of this Agreement or for any other reasonable reason set forth in the Landlord’s 's notice; or
17.3.3. elect to terminate the Term as of (a) the end of the third full month after the Tenant has given notice of the Tenant’s 's desire to assign or sublet or (b) the proposed effective date of the proposed assignment or sublease, unless Tenant revokes its request to assign or sublet by written notice served upon the Landlord within ten (10) days of receipt of notice of Landlord's election to terminate.
17.4. The Landlord’s 's consent to the Tenant’s 's proposed assignment or sublease, if granted under subsection 17.3.1 of this Agreement, shall be subject to all the following terms and conditions (and to any other terms and conditions permitted by that subsection):
17.4.1. any proposed assignee or sublessee shall, by document executed and delivered forthwith to the Landlord, agree to be bound by all the obligations of the Tenant set forth in this Agreement;
17.4.2. the Tenant shall remain liable under this Agreement, jointly and severally with any proposed assignee or sublessee, for the timely performance of all obligations of the Tenant set forth in this Agreement;
17.4.3. the Tenant shall forthwith deliver to the Landlord manually executed copies of all documents regarding the proposed assignment or sublease and a written, accurate and complete description, manually executed both by the Tenant and the proposed assignee or sublessee, of any other agreement, arrangement or understanding between them regarding the same;
17.4.4. with respect to any consideration or other thing of value received or to be received by the Tenant in connection with any such assignment or sublease (other than those payable in equal monthly installments each month during the proposed term of any such assignment or sublease), the Tenant shall pay to the Landlord one-half of any such amount and one-one half of the fair market value of any other thing of value within 10 days of receipt of same;; and
17.4.5. with respect to any amount payable to the Tenant in equal monthly installments each month during the proposed term of any such assignment or sublease in connection with such assignment or sublease, which amount is in excess of the amount which bears the same ratio to the monthly installment of Rent due from the Tenant as the usable floor space of the Leased Premises subject to the assignment or sublease bears to the usable floor space of the entire Leased Premises, the Tenant shall pay one-half of such excess to the Landlord together with the Tenant’s 's monthly installment of Rent;
17.4.6. the proposed use of the Leased Premises is the same as that permitted under subsection 7.1 of this Agreement; and
17.4.7. Tenant shall reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment or sublease and the documentation related thereto.
17.5. The Landlord’s 's refusal to grant consent under subsection 17.3.2 of this Agreement shall not be deemed an unreasonable withholding of consent if based upon any of the following reasons (or any other reason permitted by that subsection):
17.5.1. the Landlord desires to take one of the other actions enumerated in subsection 17.3 of this Agreement;
17.5.2. there is already another assignee, sublessee or licensee of all or a portion of the Leased Premises;
17.5.3. the proposed sublessee or assignee, or any of their affiliates, is an existing tenant in the Building; or
17.5.4. the proposed sublease is for a term of less than one year;
17.5.517.5.4. the proposed sublease is for a term which would expire after the Term;
17.5.617.5.5. less than one year remains in the Term as of the proposed effective date of the proposed assignment or sublease;
17.5.717.5.6. the general reputation, financial position or ability or type of business of, or the anticipated use of the Leased Premises by, the proposed assignee or proposed sublessee is unsatisfactory to the Landlord or is inconsistent with those of tenants of Other Leased Premises or inconsistent with any commitment made by the Landlord to any such other tenant;
17.5.817.5.7. the proposed consideration to be paid to the Tenant during any period of 12 months is less than the amount of the Market Rental Rate divided by the gross rentable floor space of the Leased Premises and multiplied by that portion of the gross rentable floor space of the Leased Premises proposed to be subject to the proposed assignment or sublease;
17.5.917.5.8. the gross rentable floor space of the portion of the Leased Premises proposed to be sublet is less than one-third of the gross rentable floor space of the Leased Premises; or
17.5.1017.5.9. Tenant has advertised or listed the space for subleasing or assignment at a rate which is less than the rate being quoted by Landlord for other available space in the Building.
17.6. The Tenant shall have the right to assign this Agreement or sublet the Leased Premises or portions thereof without the prior written consent of the Landlord and without the application of subsections 17.1 and 17.2 of this Agreement if one of the following is applicable:
17.6.1. the proposed assignee or sublessee is, and continues to be, an Affiliate of the Tenant and the Affiliate relationship was not created to avoid the operation of this section of the Agreement; or
17.6.2. the proposed assignee or sublessee is an entity (a) resulting from the merger or consolidation of the Tenant with or into such entity or (b) purchasing substantially all the assets (subject to substantially all the liabilities) of the Tenant or (c) purchasing substantially all the issued and outstanding capital stock in the Tenant.
Appears in 1 contract
Samples: Lease Agreement (Tollgrade Communications Inc \Pa\)
Assignment or Subletting by Tenant. 17.1. 17.1 Except as may be specifically set forth in this section 17 of the Agreement, the Tenant shall not, by operation of law or otherwise:
17.1.1. 17.1.1 assign, or purport to assign, this Agreement or any of the Tenant’s 's rights hereunder;
17.1.2. 17.1.2 sublet, or purport to sublet, the Leased Premises or any portion thereof;
17.1.3. 17.1.3 license, or purport to license, the use or occupancy of the Leased Premises or any portion thereof;
17.1.4. 17.1.4 otherwise transfer, or attempt to transfer any interest including, without limiting the generality of the foregoing, a mortgage, pledge or security interest, in this Agreement, the Leased Premises or the right to the use and occupancy of the Leased Premises; or
17.1.5. 17.1.5 indirectly accomplish, or permit or suffer the accomplishment of, any of the foregoing by merger or consolidation with another entity, by acquisition or disposition of assets or liabilities outside the ordinary course of the Tenant’s 's business or by acquisition or disposition, by the Tenant’s 's equity owners or subordinated creditors, of any of their respective interests in the Tenant.
17.2. 17.2 The Tenant shall not assign this Agreement or any of the Tenant’s 's rights hereunder or sublet the Leased Premises or any portion thereof without first giving three one (1) months’ ' prior notice to the Landlord of its desire to assign or sublet and requesting the Landlord’s 's consent and without first receiving the Landlord’s 's prior written consent. The notice shall be accompanied by an agreement by Tenant to reimburse Landlord for the reasonable expenses incurred in connection with the review , except as permitted under section 17.6 of the proposed assignment or sublease and the documentation related theretothis Lease. The Tenant’s 's notice to the Landlord also shall include:
17.2.1. 17.2.1 the full name, address and telephone number of the proposed assignee or sublessee;
17.2.2. 17.2.2 a description of the type(s) of business in which the proposed assignee or sublessee is engaged and proposes to engage;
17.2.3. 17.2.3 a description of the precise use to which the proposed assignee or sublessee intends to put the Leased Premises or portion thereof;
17.2.4. 17.2.4 the proposed assignee’s 's or subtenant’s 's most recent quarterly and annual financial statements prepared in accordance with generally accepted accounting principles and any other evidence of financial position and responsibility that the Tenant or proposed assignee or sublessee may desire to submit;
17.2.5. 17.2.5 by diagram and measurement of the actual square feet of floor space, the precise portion of the Leased Premises proposed to be subject to the assignment of this Agreement or to be sublet;
17.2.6. 17.2.6 a complete, accurate and detailed description of the terms of the proposed assignment or sublease including, without limiting the generality of the foregoing, all consideration paid or given, or proposed to be paid or to be given, by the proposed assignee, sublessee or other person to the Tenant and the respective times of payment or delivery;
17.2.7 a payment to the Landlord of an administrative processing fee in the amount of Five Hundred ($500.00) Dollars; and
17.2.7. 17.2.8 any other information reasonably requested by the Landlord.
17.3. 17.3 By the expiration of the notice period contemplated by subsection 17.2 of this Agreement, the Landlord, in its sole discretion, shall take one of the following actions by notice to the Tenant:
17.3.1. 17.3.1 grant consent on the terms and conditions set forth in subsection 17.4 of this Agreement and such other reasonable terms and conditions set forth in the Landlord’s 's notice;
17.3.2. 17.3.2 refuse to grant consent for any of the reasons set forth in subsection 17.5 of this Agreement or for any other reasonable reason set forth in the Landlord’s 's notice; or
17.3.3. 17.3.3 elect to terminate the Term for that portion of the Leased Premises to be assigned or subleased as of (a) the end of the third full month after the Tenant has given notice of the Tenant’s 's desire to assign or sublet or (b) the proposed effective date of the proposed assignment or sublease, provided in either case the assignment or sublease is for all or substantially all of the remaining Term of the Lease.
17.4. 17.4 The Landlord’s 's consent to the Tenant’s 's proposed assignment or sublease, if granted under subsection 17.3.1 of this Agreement, shall be subject to all the following terms and conditions (and to any other terms and conditions permitted by that subsection):
17.4.1. 17.4.1 any proposed assignee or sublessee shall, by document executed and delivered forthwith to the Landlord, agree to be bound by all the obligations of the Tenant set forth in this Agreement;
17.4.2. 17.4.2 the Tenant shall remain liable under this Agreement, jointly and severally with any proposed assignee or sublessee, for the timely performance of all obligations of the Tenant set forth in this Agreement;
17.4.3. 17.4.3 the Tenant shall forthwith deliver to the Landlord manually executed copies of all documents regarding the proposed assignment or sublease and a written, accurate and complete description, manually executed both by the Tenant and the proposed assignee or sublessee, of any other agreement, arrangement or understanding between them regarding the same;
17.4.4. 17.4.4 with respect to any consideration or other thing of value received or to be received by the Tenant in connection with any such assignment or sublease (other than those payable in equal monthly installments each month during the proposed term of any such assignment or sublease), the Tenant shall pay to the Landlord one-half of any such amount and one-half of the fair market value of any other thing of value within 10 ten (10) days of receipt of same;; and
17.4.5. 17.4.5 with respect to any amount payable to the Tenant in equal monthly installments each month during the proposed term of any such assignment or sublease in connection with such assignment or sublease, which amount is in excess of the amount which bears the same ratio to the monthly installment of Rent due from the Tenant as the usable gross rentable floor space of the Leased Premises subject to the assignment or sublease bears to the usable gross rentable floor space of the entire Leased Premises, the Tenant shall pay one-half of such excess to the Landlord together with the Tenant’s 's monthly installment of Rent;
17.4.6. the proposed use of the Leased Premises is the same as that permitted under subsection 7.1 of this Agreement; and
17.4.7. Tenant shall reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment or sublease and the documentation related thereto.
17.5. 17.5 The Landlord’s 's refusal to grant consent under subsection 17.3.2 of this Agreement shall not be deemed an unreasonable withholding of consent if based upon any of the following reasons (or any other reason permitted by that subsection):
17.5.1. 17.5.1 the Landlord desires to take one of the other actions enumerated in subsection 17.3 of this Agreement;
17.5.2. 17.5.2 there is are already another assigneetwo or more assignees, sublessee sublessees or licensee licensees of all or a portion of the Leased Premises;
17.5.3. the proposed sublessee or assignee, or any of their affiliates, is an existing tenant in the Building; or
17.5.4. 17.5.3 the proposed sublease is for a term of less than one year;
17.5.5. 17.5.4 the proposed sublease is for a term which would expire after the Term;
17.5.6. 17.5.5 less than one year remains in the Term as of the proposed effective date of the proposed assignment or sublease;
17.5.7. 17.5.6 the general reputation, financial position or ability or type of business of, or the anticipated use of the Leased Premises by, the proposed assignee or proposed sublessee is unsatisfactory to the Landlord or is inconsistent with those of tenants of Other Leased Premises or of the Carnegie Center Complex or inconsistent with any commitment made by the Landlord to any such other tenant;
17.5.8. the proposed consideration to be paid to 17.5.7 the Tenant shall not market, advertise or otherwise promote the availability of the Leased Premises or any portion thereof for consideration during any period of 12 twelve (12) months that is less than the amount of the Market Rental Rate divided by the gross rentable floor space of the Leased Premises and multiplied by that portion of the gross rentable floor space of the Leased Premises proposed to be subject to the proposed assignment or sublease;
17.5.9. 17.5.8 the gross rentable floor space of the portion of the Leased Premises proposed to be sublet is less than one-third quarter of the gross rentable floor space of the Leased Premises;
17.5.9 the proposed assignee or sublessee is a tenant, sublessee or other occupant of Other Leased Premises or other premises in the Carnegie Center Complex; or
17.5.10. 17.5.10 any part of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Leased Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to the Landlord and its affiliates.
17.6 Notwithstanding anything to the contrary set forth in section 17 of this Agreement, the Landlord hereby consents to the Tenant's assignment of this Agreement or subletting the Leased Premises or portion thereof specified below if:
17.6.1 at or prior to the respective dates of exercise and effectiveness thereof (a)(i) no Event of Default shall have occurred or (ii) if an Event of Default shall have occurred, the Tenant has advertised shall have previously cured it in full or listed the space for subleasing Landlord shall have waived it and (b) there shall not have been a History of Recurring Events of Default; and
17.6.2 the Tenant and the proposed assignee or sublessee comply with all the conditions set forth in subsections 17.4.1 through 17.4.3 of this Agreement; and
17.6.3 at the date of effectiveness of the proposed assignment at a rate which or sublet there is less not already more than two other assignee, sublessee or licensee of the rate being quoted by Landlord for other available space in the Building.Leased Premises or any portions thereof; and
Appears in 1 contract
Assignment or Subletting by Tenant. 17.1. Except as may be specifically set forth in this section 17 of the this Agreement, the Tenant shall not, without the Landlord’s prior written approval:
17.1.1. assign, or purport to assign, assign this Agreement or any of the Tenant’s rights hereunder;
17.1.2. sublet, or purport to sublet, sublet the Leased Premises or any portion thereof;
17.1.3. license, or purport to license, license the use or occupancy of the Leased Premises or any portion thereof;
17.1.4. otherwise transfer, or attempt to transfer any interest including, without limiting the generality of the foregoing, a mortgage, pledge or security interest, in this Agreement, the Leased Premises Premises, but not the contents of the Leased Premises, or the right to the use and occupancy of the Leased Premises; or
17.1.5. indirectly accomplish, or permit or suffer the accomplishment of, any of the foregoing by merger or consolidation with another entity, by acquisition or disposition of assets or liabilities outside the ordinary course of the Tenant’s business or by acquisition or disposition, by the Tenant’s equity owners or subordinated creditors, of any of their respective interests in the Tenant.
17.2. The Tenant shall not assign this Agreement or any of the Tenant’s rights hereunder or sublet the Leased Premises or any portion thereof without first giving three months’ fifteen (15) days prior notice to the Landlord of its desire to assign or sublet and requesting the Landlord’s consent and without first receiving the Landlord’s prior written consent. Within fifteen (15) days after the expiration of the fifteen (15) day notice period, Landlord shall inform Tenant of its decision in writing. If Landlord does not respond within fifteen (15) days, it will be deemed that consent is granted to Tenant. Landlord shall not unreasonably withhold and or delay its consent. The notice shall be accompanied by an agreement by Tenant to reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment or sublease and the documentation related thereto. The Tenant’s notice to the Landlord also shall include:
17.2.1. the full name, address and telephone number of the proposed assignee or sublessee;
17.2.2. a description of the type(s) of business in which the proposed assignee or sublessee is engaged and proposes to engage;
17.2.3. a description of the precise use to which the proposed assignee or sublessee intends to put the Leased Premises or portion thereof;
17.2.4. the proposed assignee’s or subtenant’s most recent quarterly and annual financial statements prepared in accordance with generally accepted accounting principles and any other evidence of financial position and responsibility that the Tenant or proposed assignee or sublessee may desire to submit;
17.2.5. by diagram and measurement of the actual square feet of floor space, the precise portion of the Leased Premises proposed to be subject to the assignment of this Agreement or to be sublet;
17.2.6. a complete, accurate and detailed description complete summary of the terms of the proposed assignment or sublease including, without limiting the generality of the foregoing, all consideration paid or given, or proposed to be paid or to be given, by the proposed assignee, sublessee or other person to the Tenant and the respective times of payment or delivery; and
17.2.7. any other information reasonably requested by the Landlord.
17.3. By the expiration of the notice period contemplated by subsection 17.2 of this Agreement, the Landlord, in its sole discretion, shall take one of the following actions by notice to the Tenant:
17.3.1. grant consent on the terms and conditions set forth in subsection 17.4 of this Agreement and such other reasonable terms and conditions set forth in the Landlord’s notice;
17.3.2. refuse to grant consent for any of the reasons set forth in subsection 17.5 of this Agreement or for any other reasonable reason set forth in the Landlord’s notice; or
17.3.3. elect to terminate the Term as of (a) the end of the third first full month after the Tenant has given notice of the Tenant’s desire to assign or sublet or (b) the proposed effective date of the proposed assignment or sublease.
17.4. The Landlord’s consent to the Tenant’s proposed assignment or sublease, if granted under subsection 17.3.1 of this Agreement, shall be subject to all the following terms and conditions (and to any other terms and conditions permitted by that subsection):
17.4.1. any proposed assignee or sublessee shall, by document executed and delivered forthwith to the Landlord, agree to be bound by all the obligations of the Tenant set forth in this AgreementAgreement except that a sublessee shall only be bound to pay the rent agreed to in the sublease;
17.4.2. the Tenant shall remain liable under this Agreement, jointly and severally with any proposed assignee or sublessee, for the timely performance of all obligations of the Tenant set forth in this Agreement;
17.4.3. the Tenant shall forthwith deliver to the Landlord manually executed copies of all documents regarding the proposed assignment or sublease and a written, accurate and complete description, manually executed both by the Tenant and the proposed assignee or sublessee, of any other agreement, arrangement or understanding between them regarding the same;
17.4.4. with respect to any consideration or other thing of value received or to be received by the Tenant in place of or as a substitute for rent in connection with any such assignment or sublease (other than those payable in equal monthly installments each month during the proposed term of any such assignment or sublease), the Tenant shall pay to the Landlord one-half of any such amount and one-half of the fair market value of any other thing of value within 10 days of receipt of same;
17.4.5. with respect to any amount payable to the Tenant in equal monthly installments each month during the proposed term of any such assignment or sublease in connection with such assignment or sublease, which amount is in excess of the amount which bears the same ratio to the monthly installment of Rent due from the paid by Tenant as the usable floor space of the Leased Premises subject to the assignment or sublease bears to the usable floor space of the entire Leased PremisesLandlord, the Tenant shall pay one-half of such excess to the Landlord together with the Tenant’s monthly installment of RentRent after Tenant has deducted therefrom the cost of alterations and improvements, brokerage fees, legal fees and rent concessions;
17.4.6. the proposed use of the Leased Premises is the same as that a permitted use under subsection 7.1 of this Agreement; and
17.4.7. Tenant shall reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment or sublease and the documentation related thereto, not to exceed five hundred dollars.
17.5. The Landlord’s refusal to grant consent under subsection 17.3.2 of this Agreement shall not be deemed an unreasonable withholding of consent if based upon any of the following reasons (or any other reason permitted by that subsection):
17.5.1. the Landlord desires to take one of the other actions enumerated in subsection 17.3 of this Agreement;
17.5.2. there if comparable space is already another assignee, available in the Building and the proposed sublessee or licensee assignee is an existing tenant of all or a portion of the Other Leased Premises;
17.5.3. the proposed sublessee or assignee, or any of their affiliates, is an existing tenant in the Building; or
17.5.4. the proposed sublease is for a term of less than one year;
17.5.5. the proposed sublease is for a term which would expire after the Term;
17.5.6. less than one year remains in the Term as of the proposed effective date of the proposed assignment or sublease;
17.5.7. the general reputation, financial position or ability or type of business of, or the anticipated use of the Leased Premises by, the proposed assignee or proposed sublessee is unsatisfactory to the Landlord or is inconsistent with those of tenants of Other Leased Premises or inconsistent with any commitment made by the Landlord to any such other tenant;
17.5.8. the proposed consideration to be paid to the Tenant during any period of 12 months is less than the amount of the Market Rental Rate divided by the gross rentable floor space of the Leased Premises and multiplied by that portion of the gross rentable floor space of the Leased Premises proposed to be subject to the proposed assignment or sublease;
17.5.9. the gross rentable floor space of the portion of the Leased Premises proposed to be sublet is less than one-third of the gross rentable floor space of the Leased Premises; or
17.5.1017.5.4. Tenant has advertised or listed the space for subleasing or assignment at a rate or at a proposed rate which is less than the rate being quoted by Landlord for other available space in the Building.
17.6. The Tenant shall have the right to assign this Agreement or sublet the Leased Premises or portions thereof without the prior written consent of the Landlord and without the application of subsections 17.1 and 17.2 of this Agreement if one of the following is applicable:
17.6.1. the proposed assignee or sublessee is, and continues to be, an Affiliate of the Tenant and the Affiliate relationship was not created to avoid the operation of this section of the Agreement; or
17.6.2. the proposed assignee or sublessee is an entity (a) resulting from the merger or consolidation of the Tenant with or into such entity or (b) purchasing substantially all the assets (subject to substantially all the liabilities) of the Tenant or (c) purchasing substantially all the issued and outstanding capital stock in the Tenant.
17.6.3. For this purpose, an “Affiliate” of Tenant means an entity controlling, controlled by, or under common control with, Tenant.
17.6.4. Notwithstanding the foregoing provisions of this subsection 17.6, the provisions of subsections 17.4.1, 17.4.3 and 17.4.6 of this Agreement shall continue to apply in the event of an assignment or sublease to an Affiliate.
Appears in 1 contract
Assignment or Subletting by Tenant. 17.1. 17.1 Except as may be specifically set forth in this section 17 of the Agreement, the Tenant shall not:
17.1.1. 17.1.1 assign, or purport to assign, this Agreement or any of the Tenant’s 's rights hereunder;
17.1.2. 17.1.2 sublet, or purport to sublet, the Leased Premises or any portion thereof;
17.1.3. 17.1.3 license, or purport to license, the use or occupancy of the Leased Premises or any portion thereof;
17.1.4. 17.1.4 otherwise transfer, or attempt to transfer any interest including, without limiting the generality of the foregoing, a mortgage, pledge or security interest, in this Agreement, the Leased Premises or the right to the use and occupancy of the Leased Premises; or
17.1.5. 17.1.5 indirectly accomplish, or permit or suffer the accomplishment of, any of the foregoing by merger or consolidation with another entity, by acquisition or disposition of assets or liabilities outside the ordinary course of the Tenant’s 's business or by acquisition or disposition, by the Tenant’s 's equity owners or subordinated creditors, of any of their respective interests in the Tenant.
17.2. 17.2 The Tenant shall not assign this Agreement or any of the Tenant’s 's rights hereunder or sublet the Leased Premises or any portion thereof without first giving three months’ sixty days' prior notice to the Landlord of its desire to assign or sublet and requesting the Landlord’s 's consent and without first receiving the Landlord’s 's prior written consent. The notice , which consent shall not be accompanied by an agreement by Tenant to reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment unreasonably, withheld, delayed or sublease and the documentation related theretoconditioned. The Tenant’s 's notice to the Landlord also shall include:
17.2.1. 17.2.1 the full name, address and telephone number of the proposed assignee or sublessee;
17.2.2. 17.2.2 a description of the type(s) of business in which the proposed assignee or sublessee is engaged and proposes to engage;
17.2.3. 17.2.3 a description of the precise use to which the proposed assignee or sublessee intends to put the Leased Premises or portion thereof;
17.2.4. 17.2.4 the proposed assignee’s 's or subtenant’s 's most recent quarterly and annual financial statements prepared in accordance with generally accepted accounting principles and any other evidence of financial position and responsibility that the Tenant or proposed assignee or sublessee may desire to submit;
17.2.5. 17.2.5 by diagram and measurement of the actual square feet of floor space, the precise portion of the Leased Premises proposed to be subject to the assignment of this Agreement or to be sublet;
17.2.6. 17.2.6 a complete, accurate and detailed description of the terms of the proposed assignment or sublease including, without limiting the generality of the foregoing, all consideration paid or given, or proposed to be paid or to be given, by the proposed assignee, sublessee or other person to the Tenant and the respective times of payment or delivery; and
17.2.7. 17.2.7 any other information reasonably requested by the Landlord.
17.3. 17.3 By the expiration of the notice period contemplated by subsection 17.2 of this Agreement, the Landlord, in its sole discretion, shall take one of the following actions by notice to the Tenant:
17.3.1. 17.3.1 grant consent on the terms and conditions set forth in subsection 17.4 of this Agreement and such other reasonable terms and conditions set forth in the Landlord’s 's notice;
17.3.2. 17.3.2 refuse to grant consent for any of the reasons set forth in subsection 17.5 of this Agreement or for any other reasonable reason set forth in the Landlord’s 's notice; or
17.3.3. 17.3.3 elect to terminate the Term as of (a) the end of the third full month after the Tenant has given notice of the Tenant’s 's desire to assign or sublet or (b) the proposed effective date of the proposed assignment or sublease.
17.4. 17.4 The Landlord’s 's consent to the Tenant’s 's proposed assignment or sublease, if granted under subsection 17.3.1 of this Agreement, shall be subject to all the following terms and conditions (and to any other terms and conditions permitted by that subsection):
17.4.1. 17.4.1 any proposed assignee or sublessee shall, by document executed and delivered forthwith to the Landlord, agree to be bound by all the obligations of the Tenant set forth in this Agreement;
17.4.2. 17.4.2 the Tenant shall remain liable under this Agreement, jointly and severally with any proposed assignee or sublessee, for the timely performance of all obligations of the Tenant set forth in this Agreement;
17.4.3. 17.4.3 the Tenant shall forthwith deliver to the Landlord manually executed copies of all documents regarding the proposed assignment or sublease and a written, accurate and complete description, manually executed both by the Tenant and the proposed assignee or sublessee, of any other agreement, arrangement or understanding between them regarding the same;
17.4.4. 17.4.4 with respect to any consideration or other thing of value received or to be received by the Tenant in connection with any such assignment or sublease (other than those payable in equal monthly installments each month during the proposed term of any such assignment or sublease), the Tenant shall pay to the Landlord one-half of any such amount and one-half of the fair market value of any other thing of value within 10 days of receipt of same;; and
17.4.5. 17.4.5 with respect to any amount payable to the Tenant in equal monthly installments each month during the proposed term of any such assignment or sublease in connection with such assignment or subleasesublease (net of the monthly amount of the balance of unrecovered Transaction Costs in connection with the respective assignment or sublet, amortized over the term of the respective assignment or sublet), which amount is in excess of the amount which bears the same ratio to the monthly installment of Rent due from the Tenant as the usable floor space of the Leased Premises subject to the assignment or sublease bears to the usable floor space of the entire Leased Premises, the Tenant shall pay one-half of such excess to the Landlord together with the Tenant’s 's monthly installment of Rent;
17.4.6. the proposed use of the Leased Premises is the same as that permitted under subsection 7.1 of this Agreement; and
17.4.7. Tenant shall reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment or sublease and the documentation related thereto.
17.5. 17.5 The Landlord’s 's refusal to grant consent under subsection 17.3.2 of this Agreement shall not be deemed an unreasonable withholding of consent if based upon any of the following reasons (or any other reason permitted by that subsection):
17.5.1. 17.5.1 the Landlord desires to take one of the other actions enumerated in subsection 17.3 of this Agreement;
17.5.2. 17.5.2 there is already another assignee, sublessee or licensee of all or a portion of the Leased Premises;
17.5.3. the proposed sublessee or assignee, or any of their affiliates, is an existing tenant in the Building; or
17.5.4. 17.5.3 the proposed sublease is for a term of less than one year;
17.5.5. 17.5.4 the proposed sublease is for a term which would expire after the Term;
17.5.6. 17.5.5 less than one year remains in the Term as of the proposed effective date of the proposed assignment or sublease;
17.5.7. 17.5.6 the general reputation, financial position or ability or type of business of, or the anticipated use of the Leased Premises by, the proposed assignee or proposed sublessee is unsatisfactory to the Landlord or is inconsistent with those of tenants of Other Leased Premises or of the Carnegie Center Complex or inconsistent with any commitment made by the Landlord to any such other tenant;
17.5.8. 17.5.7 the proposed consideration to be paid to the Tenant during any period of 12 months is less than ninety five (95%) percent of the amount of the Market Rental Rate divided by the gross rentable floor space of the Leased Premises and multiplied by that portion of the gross rentable floor space of the Leased Premises proposed to be subject to the proposed assignment or sublease;
17.5.9. 17.5.8 the gross rentable floor space of the portion of the Leased Premises proposed to be sublet is less than one-third of the gross rentable floor space of the Leased Premises; or
17.5.10. 17.5.9 the proposed assignee or sublessee is a tenant of Other Leased Premises; or
17.5.10 the proposed assignee or sublessee is a tenant of other premises in the Carnegie Center Complex, provided that on the date of the delivery of the notice set forth in subsection 17.2 of this Agreement, in the event of a proposed assignment there is available space comparable in size to the Leased Premises or in the event of a proposed sublease, there is available space comparable in size to the portion of the Leased Premises proposed to be sublet.
17.6 Notwithstanding anything to the contrary set forth in section 17 of this Agreement, the Landlord hereby consents to the Tenant's subletting the Leased Premises or portion thereof specified below if:
17.6.1 at or prior to the respective dates of exercise and effectiveness thereof (a)(i) no Event of Default shall have occurred or (ii) if an Event of Default shall have occurred, the Tenant has advertised shall have previously cured it in full or listed the space for subleasing Landlord shall have waived it and (b) there shall not have been a History of Recurring Events of Default; and
17.6.2 the Tenant and the proposed sublessee comply with all the conditions set forth in subsections 17.4.1 through 17.4.3 of this Agreement; and
17.6.3 at the date of effectiveness of the proposed sublet there is not already more than one other assignee, sublessee or assignment licensee of the Leased Premises or any portions thereof; and
17.6.4 one of the following is applicable:
17.6.4.1 the proposed sublessee is, and continues to be, an Affiliate of the Tenant, except that if the proposed sublessee is a person controlling the Tenant the proposed sublessee shall also have a net worth at least as great as that of the Tenant on the Commencement Date; or
17.6.4.2 the proposed sublessee is a rate which is less person (a) resulting from the merger or consolidation of the Tenant with or into such person or (b) purchasing substantially all the assets (subject to substantially all the liabilities) of the Tenant and succeeding to the business of the Tenant, provided either the Tenant or the proposed sublessee shall have and shall continue to have a net worth at least as great as that of the Tenant on the Commencement Date.
17.7 No person other than the rate being quoted Tenant shall have any assignment or sublet rights under this Agreement. 18 Signs, Displays and Advertising. -------------------------------
18.1 The Tenant shall have one sign identifying the Landlord's assigned number for the Leased Premises at the principal entrance to the Leased Premises. The Tenant may identify itself in or on each of: the sign at the principal entrance to the Leased Premises, the Building directory and the directory, if any, on the floor of the Building on which the Leased Premises is located. All such signs, and the method and materials used in mounting and dismounting them, shall be in accordance with the Landlord's specifications. All such signs shall be provided and mounted by the Landlord for at the Landlord's expense, except that the Tenant shall bear any expense of identifying itself on the sign at the principal entrance to the Leased Premises.
18.2 No other available space sign, advertisement, fixture or display shall be used by the Tenant on the Property or in the BuildingBuilding or the Common Facilities. Any signs other than those specifically permitted under subsection 18.1 of this Agreement shall be removed promptly by the Tenant or by the Landlord at the Tenant's expense.
Appears in 1 contract
Assignment or Subletting by Tenant. 17.1. Except as may be specifically set forth in this section 17 of the Agreement, the Tenant shall not:
17.1.1. assign, or purport to assign, this Agreement or any of the Tenant’s 's rights hereunder;
17.1.2. sublet, or purport to sublet, the Leased Premises or any portion thereof;
17.1.3. license, or purport to license, the use or occupancy of the Leased Premises or any portion thereof;
17.1.4. otherwise transfer, or attempt to transfer any interest including, without limiting the generality of the foregoing, a mortgage, pledge or security interest, in this Agreement, the Leased Premises or the right to the use and occupancy of the Leased Premises; or
17.1.5. indirectly accomplish, or permit or suffer the accomplishment of, any of the foregoing by merger or consolidation with another entity, by acquisition or disposition of assets or liabilities outside the ordinary course of the Tenant’s 's business or by acquisition or disposition, by the Tenant’s 's equity owners or subordinated creditors, of any of their respective interests in the Tenant.
17.2. The Tenant shall not assign this Agreement or any of the Tenant’s 's rights hereunder or sublet the Leased Premises or any portion thereof without first giving three months’ 45 days' prior notice to the Landlord of its desire to assign or sublet and requesting the Landlord’s 's consent and without first receiving the Landlord’s 's prior written consent. The notice shall be accompanied by an agreement by Tenant to reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment or sublease and the documentation related thereto. The Tenant’s 's notice to the Landlord also shall include:
17.2.1. the full name, address and telephone number of the proposed assignee or sublessee;
17.2.2. a description of the type(s) of business in which the proposed assignee or sublessee is engaged and proposes to engage;
17.2.3. a description of the precise use to which the proposed assignee or sublessee intends to put the Leased Premises or portion thereof;
17.2.4. the proposed assignee’s or subtenant’s most recent quarterly and annual financial statements prepared in accordance with generally accepted accounting principles and any other evidence of financial position and responsibility that the Tenant or proposed assignee or sublessee may desire to submit;
17.2.5. by diagram and measurement of the actual square feet of floor space, the precise portion of the Leased Premises proposed to be subject to the assignment of this Agreement or to be sublet;
17.2.6. a complete, accurate and detailed description of the terms of the proposed assignment or sublease including, without limiting the generality of the foregoing, all consideration paid or given, or proposed to be paid or to be given, by the proposed assignee, sublessee or other person to the Tenant and the respective times of payment or delivery; and
17.2.7. any other information reasonably requested by the Landlord.
17.3. By the expiration of the notice period contemplated by subsection 17.2 of this Agreement, the Landlord, in its sole discretion, shall take one of the following actions by notice to the Tenant:
17.3.1. grant consent on the terms and conditions set forth in subsection 17.4 of this Agreement and such other reasonable terms and conditions set forth in the Landlord’s notice;
17.3.2. refuse to grant consent for any of the reasons set forth in subsection 17.5 of this Agreement or for any other reasonable reason set forth in the Landlord’s notice; or
17.3.3. elect to terminate the Term as of (a) the end of the third full month after the Tenant has given notice of the Tenant’s desire to assign or sublet or (b) the proposed effective date of the proposed assignment or sublease.
17.4. The Landlord’s consent to the Tenant’s proposed assignment or sublease, if granted under subsection 17.3.1 of this Agreement, shall be subject to all the following terms and conditions (and to any other terms and conditions permitted by that subsection):
17.4.1. any proposed assignee or sublessee shall, by document executed and delivered forthwith to the Landlord, agree to be bound by all the obligations of the Tenant set forth in this Agreement;
17.4.2. the Tenant shall remain liable under this Agreement, jointly and severally with any proposed assignee or sublessee, for the timely performance of all obligations of the Tenant set forth in this Agreement;
17.4.3. the Tenant shall forthwith deliver to the Landlord manually executed copies of all documents regarding the proposed assignment or sublease and a written, accurate and complete description, manually executed both by the Tenant and the proposed assignee or sublessee, of any other agreement, arrangement or understanding between them regarding the same;
17.4.4. with respect to any consideration or other thing of value received or to be received by the Tenant in connection with any such assignment or sublease (other than those payable in equal monthly installments each month during the proposed term of any such assignment or sublease), the Tenant shall pay to the Landlord one-half of any such amount and one-half of the fair market value of any other thing of value within 10 days of receipt of same;
17.4.5. with respect to any amount payable to the Tenant in equal monthly installments each month during the proposed term of any such assignment or sublease in connection with such assignment or sublease, which amount is in excess of the amount which bears the same ratio to the monthly installment of Rent due from the Tenant as the usable floor space of the Leased Premises subject to the assignment or sublease bears to the usable floor space of the entire Leased Premises, the Tenant shall pay one-half of such excess to the Landlord together with the Tenant’s monthly installment of Rent;
17.4.6. the proposed use of the Leased Premises is the same as that permitted under subsection 7.1 of this Agreement; and
17.4.7. Tenant shall reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment or sublease and the documentation related thereto.
17.5. The Landlord’s refusal to grant consent under subsection 17.3.2 of this Agreement shall not be deemed an unreasonable withholding of consent if based upon any of the following reasons (or any other reason permitted by that subsection):
17.5.1. the Landlord desires to take one of the other actions enumerated in subsection 17.3 of this Agreement;
17.5.2. there is already another assignee, sublessee or licensee of all or a portion of the Leased Premises;
17.5.3. the proposed sublessee or assignee, or any of their affiliates, is an existing tenant in the Building; or
17.5.4. the proposed sublease is for a term of less than one year;
17.5.5. the proposed sublease is for a term which would expire after the Term;
17.5.6. less than one year remains in the Term as of the proposed effective date of the proposed assignment or sublease;
17.5.7. the general reputation, financial position or ability or type of business of, or the anticipated use of the Leased Premises by, the proposed assignee or proposed sublessee is unsatisfactory to the Landlord or is inconsistent with those of tenants of Other Leased Premises or inconsistent with any commitment made by the Landlord to any such other tenant;
17.5.8. the proposed consideration to be paid to the Tenant during any period of 12 months is less than the amount of the Market Rental Rate divided by the gross rentable floor space of the Leased Premises and multiplied by that portion of the gross rentable floor space of the Leased Premises proposed to be subject to the proposed assignment or sublease;
17.5.9. the gross rentable floor space of the portion of the Leased Premises proposed to be sublet is less than one-third of the gross rentable floor space of the Leased Premises; or
17.5.10. Tenant has advertised or listed the space for subleasing or assignment at a rate which is less than the rate being quoted by Landlord for other available space in the Building.
Appears in 1 contract
Assignment or Subletting by Tenant. 17.1. Except as may be specifically set forth in this section 17 of the Agreement, the Tenant shall not:
17.1.1. assign, or purport to assign, this Agreement or any of the Tenant’s 's rights hereunder;
17.1.2. sublet, or purport to sublet, the Leased Premises or any portion thereof;
17.1.3. license, or purport to license, the use or occupancy of the Leased Premises or any portion thereof;
17.1.4. otherwise transfer, or attempt to transfer any interest including, without limiting the generality of the foregoing, a mortgage, pledge or security interest, in this Agreement, the Leased Premises or the right to the use and occupancy of the Leased Premises; or
17.1.5. indirectly accomplish, or permit or suffer the accomplishment of, any of the foregoing by merger or consolidation with another entity, by acquisition or disposition of assets or liabilities outside the ordinary course of the Tenant’s 's business or by acquisition or disposition, by the Tenant’s 's equity owners or subordinated creditors, of any of their respective interests in the Tenant.
17.2. The Tenant shall not assign this Agreement or any of the Tenant’s 's rights hereunder or sublet the Leased Premises or any portion thereof without first giving three months’ ' prior notice to the Landlord of its desire to assign or sublet and requesting the Landlord’s 's consent and without first receiving the Landlord’s 's prior written consent. The notice shall be accompanied by an agreement by Tenant to reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment or sublease and the documentation related thereto. The Tenant’s 's notice to the Landlord also shall include:
17.2.1. the full name, address and telephone number of the proposed assignee or sublessee;
17.2.2. a description of the type(s) of business in which the proposed assignee or sublessee is engaged and proposes to engage;
17.2.3. a description of the precise use to which the proposed assignee or sublessee intends to put the Leased Premises or portion thereof;
17.2.4. the proposed assignee’s 's or subtenant’s 's most recent quarterly and annual financial statements prepared in accordance with generally accepted accounting principles and any other evidence of financial position and responsibility that the Tenant or proposed assignee or sublessee may desire to submit;
17.2.5. by diagram and measurement of the actual square feet of floor space, the precise portion of the Leased Premises proposed to be subject to the assignment of this Agreement or to be sublet;
17.2.6. a complete, accurate and detailed description of the terms of the proposed assignment or sublease including, without limiting the generality of the foregoing, all consideration paid or given, or proposed to be paid or to be given, by the proposed assignee, sublessee or other person to the Tenant and the respective times of payment or delivery; and
17.2.7. any other information reasonably requested by the Landlord.
17.3. By the expiration of the notice period contemplated by subsection 17.2 of this Agreement, the Landlord, in its sole discretion, shall take one of the following actions by notice to the Tenant:
17.3.1. grant consent on the terms and conditions set forth in subsection 17.4 of this Agreement and such other reasonable terms and conditions set forth in the Landlord’s 's notice;
17.3.2. refuse to grant consent for any of the reasons set forth in subsection 17.5 of this Agreement or for any other reasonable reason set forth in the Landlord’s 's notice; or
17.3.3. elect to terminate the Term as of (a) the end of the third full month after the Tenant has given notice of the Tenant’s 's desire to assign or sublet or (b) the proposed effective date of the proposed assignment or sublease.
17.4. The Landlord’s 's consent to the Tenant’s 's proposed assignment or sublease, if granted under subsection 17.3.1 of this Agreement, shall be subject to all the following terms and conditions (and to any other terms and conditions permitted by that subsection):
17.4.1. any proposed assignee or sublessee shall, by document executed and delivered forthwith to the Landlord, agree to be bound by all the obligations of the Tenant set forth in this Agreement;
17.4.2. the Tenant shall remain liable under this Agreement, jointly and severally with any proposed assignee or sublessee, for the timely performance of all obligations of the Tenant set forth in this Agreement;
17.4.3. the Tenant shall forthwith deliver to the Landlord manually executed copies of all documents regarding the proposed assignment or sublease and a written, accurate and complete description, manually executed both by the Tenant and the proposed assignee or sublessee, of any other agreement, arrangement or understanding between them regarding the same;
17.4.4. with respect to any consideration or other thing of value received or to be received by the Tenant in connection with any such assignment or sublease (other than those payable in equal monthly installments each month during the proposed term of any such assignment or sublease), the Tenant shall pay to the Landlord one-half of any such amount and one-half of the fair market value of any other thing of value within 10 days of receipt of same;
17.4.5. with respect to any amount payable to the Tenant in equal monthly installments each month during the proposed term of any such assignment or sublease in connection with such assignment or sublease, which amount is in excess of the amount which bears the same ratio to the monthly installment of Rent due from the Tenant as the usable floor space of the Leased Premises subject to the assignment or sublease bears to the usable floor space of the entire Leased Premises, the Tenant shall pay one-half of such excess to the Landlord together with the Tenant’s 's monthly installment of Rent;
17.4.6. the proposed use of the Leased Premises is the same as that permitted under subsection 7.1 of this Agreement; and
17.4.7. Tenant shall reimburse Landlord for the reasonable expenses incurred in connection with the review of the proposed assignment or sublease and the documentation related thereto.
17.5. The Landlord’s 's refusal to grant consent under subsection 17.3.2 of this Agreement shall not be deemed an unreasonable withholding of consent if based upon any of the following reasons (or any other reason permitted by that subsection):
17.5.1. the Landlord desires to take one of the other actions enumerated in subsection 17.3 of this Agreement;
17.5.2. there is already another assignee, sublessee or licensee of all or a portion of the Leased Premises;
17.5.3. the proposed sublessee or assignee, or any of their affiliates, is an existing tenant in the Building; or
17.5.4. the proposed sublease is for a term of less than one year;
17.5.517.5.4. the proposed sublease is for a term which would expire after the Term;
17.5.617.5.5. less than one year remains in the Term as of the proposed effective date of the proposed assignment or sublease;
17.5.717.5.6. the general reputation, financial position or ability or type of business of, or the anticipated use of the Leased Premises by, the proposed assignee or proposed sublessee is unsatisfactory to the Landlord or is inconsistent with those of tenants of Other Leased Premises or inconsistent with any commitment made by the Landlord to any such other tenant;
17.5.817.5.7. the proposed consideration to be paid to the Tenant during any period of 12 months is less than the amount of the Market Rental Rate divided by the gross rentable floor space of the Leased Premises and multiplied by that portion of the gross rentable floor space of the Leased Premises proposed to be subject to the proposed assignment or sublease;
17.5.917.5.8. the gross rentable floor space of the portion of the Leased Premises proposed to be sublet is less than one-third of the gross rentable floor space of the Leased Premises; or
17.5.1017.5.9. Tenant has advertised or listed the space for subleasing or assignment at a rate which is less than the rate being quoted by Landlord for other available space in the Building.
Appears in 1 contract
Samples: Lease Agreement (SmartPros Ltd.)
