Common use of Assignment, sublet Clause in Contracts

Assignment, sublet. 55.01 Assignment: Etc. Subject to the terms and procedures set forth in Section 55.02, neither this lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned or otherwise transferred, and neither the demised premises nor any part thereof shall be subleased or be encumbered in any manner by reason of any act or omission on the part of Tenant without the prior consent of Landlord, which consent shall not be unreasonably withheld or delayed. Transfer of a controlling interest in the stock or other ownership interests of Tenant shall be deemed to be a transfer of this lease excepting only where such transfers of stock are effected through the "over-the-counter" market or through any recognized stock exchange or in connection with a public offering of shares of Tenant. No consent of Landlord to any assignment or other transfer of this lease and the term and estate hereby granted, and no consent by Landlord to any subletting of all or any portion of the demised premises, shall be construed to relieve Tenant of its liability hereunder or of the obligation to obtain such consent to any further assignment, other transfer or subletting. Tenant may permit any corporation or other business entity which controls, is controlled by or is under common control (and which at all times so remains) with Tenant including but not limited to a bona fide merger or other consolidation of Tenant's business where the resulting entity is at least as strong financially as Tenant (a "Related Corporation") to sublet all or part of the demised premises upon prior written notice to Landlord setting forth the name of such Related Corporation and the providing of reasonably satisfactory evidence to Landlord that such subtenant is a Related Corporation. Such subletting shall not vest in any such Related Corporation any right or interest in this lease nor shall it discharge any of Tenant's obligations hereunder. For purposes hereof, "control" means ownership and/or control of 50% or more of the equitable or beneficial interest in such entity and/or control or participation in or management of such entity.

Assignment, sublet. 55.01 Assignment: Etc. Subject to the terms and procedures set forth in Section 55.02, neither Tenant covenants that it shall not assign this lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned or otherwise transferred, and neither sublet the demised premises nor or any part thereof shall be subleased or be encumbered in any manner by reason of any act or omission on the part of Tenant without the prior written consent of Landlord in each instance. Tenant may, without the consent of Landlord, which consent shall not be unreasonably withheld assign or delayed. Transfer of a controlling interest in the stock or other ownership interests of Tenant shall be deemed to be a transfer of this lease excepting only where such transfers of stock are effected through the "over-the-counter" market or through any recognized stock exchange or in connection with a public offering of shares of Tenant. No consent of Landlord to any assignment or other transfer of this lease and the term and estate hereby granted, and no consent by Landlord to any subletting of sublet all or any portion of its leasehold to an Affiliate under common control with Tenant or to a successor entity incident to a merger or consolidation or to the Purchaser of substantially all of Tenant's assets. Landlord shall not unreasonably withhold its consent to a proposed assignment or sublet, provided: (a) Such assignment or sublease shall be for a use which is in compliance with the then existing zoning regulations and the Certificate of Occupancy for the demised premises or the building, and consistent with the use hereinabove set forth; (b) At the time of such assignment or subletting, Tenant shall not be in default under the terms, covenants, agreements and conditions of this Lease; (c) In addition to any other sums payable hereunder, Landlord shall be entitled to and Tenant shall promptly remit to Landlord, fifty percent (50%) of (i) any consideration received by Tenant as a result of any assignment of its leasehold interest and/or (ii) the difference between the rent payable by any subtenant and the rent payable under this Lease, in each case net of Tenant's reasonable costs of preparing the demised premises for the assignee or subtenant, reasonable attorneys fees incurred in connection with preparing the assignment or sublet documents and reasonable brokerage commissions paid to an independent, licensed real estate broker. (d) In the event of an assignment, the assignee must assume in writing the performance of all of the terms, covenants, conditions, agreements and obligations of the within lease; (e) A duly executed duplicate original of said assignment or sublease must be delivered by Certified Mail, Return Receipt Requested to the Landlord at the address herein set forth not less than ten (10) days before the date of said assignment or sublease; (f) Such assignment or subletting shall not, however, release the within Tenant from its liability for the full and faithful performance of all of the terms, covenants, agreements, and conditions of this lease, including the payment of rent and additional rent; (g) If this lease shall be assigned, or if the demised premises or any part thereof be sublet, underlet or occupied by anyone other than Tenant, Landlord may after default by Tenant, collect rent from the assignee, subtenant, undertenant or occupant, and apply the net amount collected to the rent herein reserved or additional rent due hereunder. (h) A request for Landlord's consent to a proposed assignment or proposed sublet shall be deemed Tenant's offer to terminate this lease as of the last day of the calendar month during the term hereof immediately preceding the commencement of such sublease or the effective date of such assignment and to vacate and surrender the demised premises to Landlord on the date fixed in the notice. If Landlord within ten (10) business days after the receipt thereof has not accepted in writing the offer by Tenant to cancel and terminate said lease and to vacate and surrender the demised premises, the lease shall be construed remain in full force and effect and Landlord shall not unreasonably withhold its consent to relieve Tenant of its liability hereunder the proposed assignment or sublet. This subparagraph (i) shall not apply to an assignment or sublet to a parent or other affiliate. (i) As additional security for the prompt payment of the obligation rent herein reserved to obtain such consent Landlord, and for the faithful performance and punctual observance of all the other terms, covenants, agreements, and conditions herein contained, Tenant hereby assigns to any further assignment, other transfer or subletting. Tenant may permit any corporation or other business entity which controls, is controlled by or is under common control (and which at Landlord all times so remains) with Tenant including but not limited to a bona fide merger or other consolidation of Tenant's business where the resulting entity is at least as strong financially as rights, title, and interest in and to any sublease which may be made by Tenant (a "Related Corporation") to sublet all or part of affecting the demised premises upon prior premises, or any part thereof, and in and to the rents due or to become due under the terms of any such sublease. The aforesaid assignment shall take effect, however, only in the event of any default hereunder made or suffered by Tenant and after written notice given by Landlord to the subtenant or subtenants, as the case may be, and shall take effect as to such of said subleases as Landlord setting forth the name of such Related Corporation shall elect to continue in full force and the providing of reasonably satisfactory evidence to Landlord that such subtenant is a Related Corporation. Such subletting shall not vest in any such Related Corporation any right or interest in this lease nor shall it discharge any of Tenant's obligations hereunder. For purposes hereof, "control" means ownership and/or control of 50% or more of the equitable or beneficial interest in such entity and/or control or participation in or management of such entityeffect.

Assignment, sublet. 55.01 Assignment: Etc. Subject to Lessee shall not assign or mortgage this Lease or sublet all or any portion of the terms and procedures set forth Premises without Lessor's prior written consent in Section 55.02, neither this lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned or otherwise transferred, and neither the demised premises nor any part thereof shall be subleased or be encumbered in any manner by reason of any act or omission on the part of Tenant without the prior consent of Landlordeach instance, which consent may not be unreasonably withheld or delayed by Lessor. Any request for Lessor's written consent to an assignment shall be accompanied by a copy of the proposed assignment which must be in a form reasonably acceptable to Lessor. No assignment or subletting, if consented to by Lessor, shall relieve Lessee of its liability under this Lease. Lessee shall pay to Lessor, in consideration for Lessor's written consent to the assignment or sublease, one-half of all rent and other consideration received by Lessee from any such assignee or subtenant that is in excess of the sum of the rental obligation required under the terms of this Lease for the Premises or a portion thereof for which the consent of Lessor is requested. This payment shall be paid to Lessor when received by Lessee, whether such payment is received on the effective date of the assignment or sublease or over the term of the assignment or sublease. Consent by Lessor to any assignment or sublease shall not operate as a waiver of the necessity for Lessee to obtain the prior written consent of Lessor to any subsequent assignment or sublease and the terms of any such consent shall be binding upon the assignee or subtenant. Lessee shall not mortgage or encumber its interests under this Lease without Lesser’s prior written consent, which shall not be unreasonably withheld or delayed. Transfer of a controlling interest in the stock or other ownership interests of Tenant shall be deemed to be a Any transfer of this lease excepting only where such transfers Lease by reason of stock are effected through the "over-the-counter" market or through any recognized stock exchange or in connection with a public offering of shares of Tenant. No consent of Landlord to any assignment or other transfer of this lease and the term and estate hereby granted, and no consent by Landlord to any subletting sale of all or any portion substantially all of the demised premisesLessee’s assets or by reason of merger, shall be construed to relieve Tenant of its liability hereunder consolidation or of the obligation to obtain such consent to any further assignment, other transfer or subletting. Tenant may permit any corporation or other business entity which controls, is controlled by or is under common control (and which at all times so remains) with Tenant including but not limited conversion to a bona fide merger or other consolidation of Tenant's business where the resulting different legal entity is at least as strong financially as Tenant (a "Related Corporation") to sublet all or part of the demised premises upon prior written notice to Landlord setting forth the name of such Related Corporation and the providing of reasonably satisfactory evidence to Landlord that such subtenant is a Related Corporation. Such subletting shall not vest in any such Related Corporation any right or interest in constitute an assignment for purposes of this lease nor shall it discharge any of Tenant's obligations hereunder. For purposes hereof, "control" means ownership and/or control of 50% or more of the equitable or beneficial interest in such entity and/or control or participation in or management of such entitySection.