Assignment Subletting and Encumbering. Tenant shall not voluntarily assign or encumber its interest in this Lease of in the Premises, or allow other person or entity (except Tenant’s authorized representative) to occupy or use all or any part of the Premises, without first obtaining Landlord’s consent which shall not be unreasonably withheld, conditioned or delayed. Tenant shall, in each instance of a proposed assignment or subletting, give written notice of its intention to assign or sublet to Landlord at least thirty (30) days or more before the effective date of any such proposed assignment or subletting, specifying in such notice whether Tenant proposes to assign or sublet, the proposed date thereof, and specifically identifying the proposed assignee or sublease, and such notice shall be accompanied by copies of the proposed assignment document or sublease, current financial statements of the proposed assignee or subtenant. One-half of all rents received by Tenant from its subtenants in excess of the rents payable by Tenant to Landlord under this Lease shall be paid to Landlord, and one-half of any sums to be paid by any assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord after deducting Tenant’s reasonable brokerage commissions, attorney’s fees and rental concession. Except as provided herein, any assignment, encumbrance, or sublease without Landlord’s consent shall be voidable and, at Landlord’s election shall constitute a default. No consent to any assignment, encumbrance, or sublease shall constitute a waiver of the provisions of this Section. In the event Tenant requests Landlord to consent to a proposed assignment, subletting, or encumbrance, Tenant shall pay to Landlord, whether or not such consent is ultimately given, Landlord’s reasonable administrative fee in connection with such request not to exceed five hundred dollars ($500.00) for each request for consent, plus Landlord’s reasonable attorneys’ fees not to exceed one thousand dollars ($1,000.00) incurred in connection with each such request. Tenant hereby irrevocably assigns to Landlord one-half of all said sums received from subletting of the Premises, and agrees that Landlord, as assignee and as attorney-in-fact for Tenant, or as a receiver for Tenant appointed upon Landlord’s application, may collect such rentals and apply the same as provided in Section 16 upon Tenant’s default; provided, however, that until the occurrence of any act of default by Tenant, Tenant shall have the right to collect such rental. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary, or by operation of law, of the partner or partners owning a majority of the partnership interest as of the date of this Lease, or the dissolution of the partnership shall be deemed an assignment prohibited by this Section unless Landlord’s consent is obtained. If Tenant consists of more than one person, a purported assignment, voluntary, involuntary, or by assignment of law, form a majority of such persons to the other shall be deemed an assignment prohibited by this Section unless Landlord’s consent is obtained. Tenant may assign this Lease or sublet the Premises, or any portion thereof, without Landlord’s consent to any entity which controls, is controlled by, or is under common control with Tenant; to any entity which results from a merger of, reorganization of, or consolidation with Tenant; to any entity engaged in a joint venture with Tenant; or to any entity which requires substantially all of the stock or assets of Tenant, as a growing concern, with respect to the business that is being conducted in the Premises (hereinafter each a “Permitted Transfer”). In addition, a sale or transfer of the Stock of the Tenant shall be deemed a Permitted Transfer if (1) such sale or transfer occurs in connection with any modified financing or capitalization for the benefit of Tenant, or (2) Tenant becomes a publicly traded corporation. Landlord shall have no right to terminate the Lease intention with, and shall have no right to any sums or other economic consideration resulting from any Permitted Transfer.
Appears in 2 contracts
Samples: Sublease Agreement (Mobile Iron, Inc.), Sublease Agreement (Mobile Iron, Inc.)
Assignment Subletting and Encumbering. (a) Tenant shall not not, either voluntarily assign or encumber its interest in this Lease of in the Premises, or allow other person or entity (except Tenant’s authorized representative) to occupy or use all or any part of the Premises, without first obtaining Landlord’s consent which shall not be unreasonably withheld, conditioned or delayed. Tenant shall, in each instance of a proposed assignment or subletting, give written notice of its intention to assign or sublet to Landlord at least thirty (30) days or more before the effective date of any such proposed assignment or subletting, specifying in such notice whether Tenant proposes to assign or sublet, the proposed date thereof, and specifically identifying the proposed assignee or sublease, and such notice shall be accompanied by copies of the proposed assignment document or sublease, current financial statements of the proposed assignee or subtenant. One-half of all rents received by Tenant from its subtenants in excess of the rents payable by Tenant to Landlord under this Lease shall be paid to Landlord, and one-half of any sums to be paid by any assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord after deducting Tenant’s reasonable brokerage commissions, attorney’s fees and rental concession. Except as provided herein, any assignment, encumbrance, or sublease without Landlord’s consent shall be voidable and, at Landlord’s election shall constitute a default. No consent to any assignment, encumbrance, or sublease shall constitute a waiver of the provisions of this Section. In the event Tenant requests Landlord to consent to a proposed assignment, subletting, or encumbrance, Tenant shall pay to Landlord, whether or not such consent is ultimately given, Landlord’s reasonable administrative fee in connection with such request not to exceed five hundred dollars ($500.00) for each request for consent, plus Landlord’s reasonable attorneys’ fees not to exceed one thousand dollars ($1,000.00) incurred in connection with each such request. Tenant hereby irrevocably assigns to Landlord one-half of all said sums received from subletting of the Premises, and agrees that Landlord, as assignee and as attorney-in-fact for Tenant, or as a receiver for Tenant appointed upon Landlord’s application, may collect such rentals and apply the same as provided in Section 16 upon Tenant’s default; provided, however, that until the occurrence of any act of default by Tenant, Tenant shall have the right to collect such rental. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary, or by operation of law, assign, transfer, mortgage, pledge, hypothecate, or encumber this Lease or any interest herein and shall not sublease the said Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other persons (agents and servants of Tenant excepted) to occupy or use said Premises or any portion thereof without the written consent of Landlord first had and obtained, and any such act done or suffered without first obtaining Landlord's written consent shall be void, and shall, at the option of Landlord, terminate this Lease.
(b) Tenant shall, by written notice, advise Landlord of its intention from and after a stated date (which shall not be less than ninety (90) days nor more than one hundred eighty (180) days after the date- of Tenant's notice) to sublet the Premises or any portion thereof for any part of the partner or partners owning a majority term hereof and in such event Landlord shall have the right, to be exercised by giving written notice to Tenant thirty (30) days after receipt of Tenant's notice, to terminate this Lease as to the portion of the partnership interest Premises described in Tenant's notice, and such notice by Landlord shall, if given, terminate this Lease with respect to the portion of the Premises therein described as of the date stated in Tenant's notice. Said notice by Tenant shall state the name and address of the proposed subtenant, and Tenant shall deliver to Landlord a true and complete copy of the proposed sublease with said notice. If said notice shall specify less than all of the Premises and Landlord shall give said termination notice with respect thereto, this Lease shall terminate pursuant to the foregoing with respect to less than all the Premises, the rent, the Operating Expenses and the direct taxes as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect. If Landlord, upon. receiving said notice by tenant with respect to any of the Premises, shall not exercise right to terminate, Landlord will not unreasonably withhold its consent to Tenant's subletting the Premises specified in said notice, and landlord shall be entitled to 5O% of any additional rent paid by subtenant over and above the base rent.
(c) Regardless of Landlord's consent, no subletting or assignment shall release Tenant from its obligation to perform the terms, covenants and conditions of this Lease. Furthermore, as a condition to Landlord's prior written consent, the subtenant or assignee shall agree in writing to comply with and be bound by all the dissolution terms, covenants and conditions of the partnership this lease, and Tenant shall deliver to Landlord, promptly after execution thereof, an executed copy of each such sublease and assignment. The acceptance of rent by Landlord from any party other than Tenant shall not be deemed an assignment prohibited by to be a waiver of any provision of this Section unless Lease. Furthermore, Landlord’s 's consent is obtained. If Tenant consists of more than to one person, a purported assignment, voluntarytransfer, involuntarymortgage, pledge, hypothecation, encumbrance, subletting, occupation or by assignment of law, form a majority of such persons to the other use shall not be deemed an assignment prohibited by this Section unless Landlord’s consent is obtained. Tenant may assign this Lease or sublet the Premises, or any portion thereof, without Landlord’s to be a consent to any entity which controlssubsequent occurrence thereof. See Addendum I, is controlled by, or is under common control with Tenant; to any entity which results from a merger of, reorganization of, or consolidation with Tenant; to any entity engaged in a joint venture with Tenant; or to any entity which requires substantially all of the stock or assets of Tenant, as a growing concern, with respect to the business that is being conducted in the Premises (hereinafter each a “Permitted Transfer”). In addition, a sale or transfer of the Stock of the Tenant shall be deemed a Permitted Transfer if (1) such sale or transfer occurs in connection with any modified financing or capitalization for the benefit of Tenant, or (2) Tenant becomes a publicly traded corporation. Landlord shall have no right to terminate the Lease intention with, and shall have no right to any sums or other economic consideration resulting from any Permitted Transfer.#9
Appears in 1 contract
Samples: Office Lease (Valuestar Corp)
Assignment Subletting and Encumbering. Tenant shall not voluntarily assign or encumber its interest in this Lease of or in the Leased Premises, or sublease all or any part of the Leased Premises, or allow any other person or entity (except Tenant’s authorized representative) to occupy or use all or any part of the Leased Premises, without first obtaining Landlord’s 's consent in each instance, which consent shall not be unreasonably withheld, conditioned or delayedsubject to the terms and conditions of this Section 11. Landlord shall respond to Tenant's request within fifteen (15) days. Tenant shall, in each instance of a proposed assignment or subletting, give written notice of its intention to assign or sublet to Landlord at least thirty sixty (3060) days or more before the effective date of any such proposed assignment or subletting, specifying in such notice whether Tenant proposes to assign or sublet, the proposed date thereof, and specifically identifying the proposed assignee or subleasesublessee, and such notice shall be accompanied by copies of the proposed assignment document or sublease, current financial statements of the proposed assignee or subtenant. One-half of all rents received by Tenant from its subtenants in excess , a written business plan which includes the nature of the rents payable by Tenant proposed assignee's, subtenant's or occupant's business to Landlord under this Lease shall be paid to Landlordcarried on in the Leased Premises, and one-half detailed documentation relating to the business experience of the proposed assignee or subtenant. At any sums time within fifteen (15) days after Landlord's receipt of Tenant's notice of its intention to be paid assign or sublet, Landlord may by any assignee notice to Tenant in consideration of the assignment of this Lease shall be paid elect to Landlord after deducting Tenant’s reasonable brokerage commissions, attorney’s fees and rental concession. Except as provided herein, any assignment, encumbrance, or sublease without Landlord’s consent shall be voidable and, at Landlord’s election shall constitute a default. No (i) consent to any assignmentthe proposed assignment or sublease, encumbrance, or sublease shall constitute a waiver of the provisions of this Section. In the event Tenant requests Landlord (ii) refuse to consent to a the proposed assignment or sublease; or (iii) terminate this Lease in full with respect to an assignment, subletting, or encumbrance, Tenant shall pay to Landlord, whether or not such consent is ultimately given, Landlord’s reasonable administrative fee terminate in connection with such request not to exceed five hundred dollars ($500.00) for each request for consent, plus Landlord’s reasonable attorneys’ fees not to exceed one thousand dollars ($1,000.00) incurred in connection with each such request. Tenant hereby irrevocably assigns to Landlord one-half of all said sums received from subletting of the Premises, and agrees that Landlord, as assignee and as attorney-in-fact for Tenant, or as a receiver for Tenant appointed upon Landlord’s application, may collect such rentals and apply the same as provided in Section 16 upon Tenant’s default; provided, however, that until the occurrence of any act of default by Tenant, Tenant shall have the right to collect such rental. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary, or by operation of law, of the partner or partners owning a majority of the partnership interest as of the date of this Lease, or the dissolution of the partnership shall be deemed an assignment prohibited by this Section unless Landlord’s consent is obtained. If Tenant consists of more than one person, a purported assignment, voluntary, involuntary, or by assignment of law, form a majority of such persons to the other shall be deemed an assignment prohibited by this Section unless Landlord’s consent is obtained. Tenant may assign this Lease or sublet the Premises, or any portion thereof, without Landlord’s consent to any entity which controls, is controlled by, or is under common control with Tenant; to any entity which results from a merger of, reorganization of, or consolidation with Tenant; to any entity engaged in a joint venture with Tenant; or to any entity which requires substantially all of the stock or assets of Tenant, as a growing concern, part with respect to the business portion of the Leased Premises proposed to be subleased and enter into a lease directly with the proposed assignee or sublessee. Landlord and Tenant agree, by way of example and without limitation, that is being conducted in it shall be reasonable for Landlord to withhold its consent if any of the following situations exist or may exist:
(a) A conflict of the contemplated use of the Leased Premises by the proposed transferee, assignee or sublessee (hereinafter each a “Permitted Transfer”). In addition, a sale or transfer referred to as the "Transferee") with the "Use of the Stock Premises Clause" contained in Section 5 of the Tenant shall be deemed a Permitted Transfer if (1) such sale or transfer occurs in connection with any modified financing or capitalization for the benefit of Tenant, or (2) Tenant becomes a publicly traded corporation. Landlord shall have no right to terminate the Lease intention with, and shall have no right to any sums or other economic consideration resulting from any Permitted Transfer.this Lease;
Appears in 1 contract
Samples: Standard Industrial Lease Agreement (Innotrac Corp)
Assignment Subletting and Encumbering. Tenant shall not voluntarily assign or encumber its interest in this Lease of or in the Leased Premises, or sublease all or any part of the Leased Premises, or allow any other person or entity (except Tenant’s authorized representative) to occupy or use all or any part of the Leased Premises, without first obtaining Landlord’s 's consent in each instance, which consent shall not be unreasonably withheld, conditioned or delayedsubject to the terms and conditions of this Section 11. Landlord shall respond to Tenant's request within fifteen (15) days. Tenant shall, in each instance of a proposed assignment or subletting, give written notice of its intention to assign or sublet to Landlord at least thirty sixty (3060) days or more before the effective date of any such proposed assignment or subletting, specifying in such notice whether Tenant proposes to assign or sublet, the proposed date thereof, and specifically identifying the proposed assignee or subleasesublessee, and such notice shall be accompanied by copies of the proposed assignment document or sublease, current financial statements of the proposed assignee or subtenant, a written business plan which includes the nature of the proposed assignee's, subtenant's or occupant's business to be carried on in the Leased Premises, and detailed documentation relating to the business experience of the proposed assignee or subtenant. OneAt any time within fifteen (15) days after Landlord's receipt of Tenant's notice of its intention to assign or sublet, Landlord may by notice to Tenant elect to (i) consent to the proposed assignment or sublease, (ii) refuse to consent to the proposed assignment or sublease; or (iii) terminate this Lease in full with respect to an assignment, or terminate in part with respect to the portion of the Leased Premises proposed to be subleased and enter into a lease directly with the proposed assignee or sublessee. Landlord and Tenant agree, by way of example and without limitation, that it shall be reasonable for Landlord to withhold its consent if any of the following situations exist or may exist:
(a) A conflict of the contemplated use of the Leased Premises by the proposed transferee, assignee or sublessee (hereinafter referred to as the "Transferee") with the "Use of Premises Clause" contained in Section 5 of this Lease;
(b) Tenant is in default pursuant to this Lease and Tenant's applicable cure periods have expired and Tenant is not expeditiously attempting in good faith to cure any subject non-half monetary defaults;
(c) The financial worth and/or financial stability of the Transferee is less than that of the Tenant hereunder at the commencement of the lease term or at the time of such proposed transfer;
(d) The Transferee's reputation would have an adverse effect upon the reputation of the Building or the other businesses located therein; or
(e) The Transferee would breach any covenant of Landlord or Tenant respecting radius, location, use or exclusivity contained in this or any other lease, financing agreement, or other agreement. If Landlord consents to any proposed assignment or sublease within said fifteen (15) day period, Tenant may enter into such assignment or sublease of the Leased Premises or portion thereof, but only upon the terms and conditions set forth in the agreements and notice furnished by Tenant to Landlord; provided that all rents sums received by Tenant from its subtenants in excess of the rents and other charges payable by Tenant to Landlord under this Lease shall be paid to Landlord, and one-half of or any sums to be paid by any assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord after deducting regardless of how such payments are characterized by Tenant and/or its subtenants, except for the sale of Tenant’s 's personal property and inventory at its then reasonable brokerage commissions, attorney’s fees and rental concessionmarket value. Except as provided herein, any Any assignment, encumbrance, or sublease without Landlord’s 's consent shall be voidable and, at Landlord’s election 's election, shall constitute a default. No consent to any assignment, encumbrance, or sublease shall constitute a waiver of the provisions of this SectionSection 11. No consent by Landlord to any transfer, assignment or subletting by Tenant shall relieve Tenant or any guarantor of Tenant of any obligation to be performed by Tenant under this Lease, whether occurring before or after such consent, transfer, assignment or subletting, including the payment of base rent and all other charges required to be paid by Tenant under this Lease. The consent by Landlord to any transfer, assignment or subletting shall not relieve Tenant from the obligation to obtain Landlord's express prior written consent to any other transfer, assignment or subletting. The acceptance by Landlord of payment from any other person shall not be deemed to be a waiver by Landlord of any provisions of this Lease or to be a consent to any subsequent transfer, assignment or subletting, or to be a release of Tenant or any guarantor of Tenant from any obligation under this Lease. In the event Tenant receives any consideration for any such assignment or the rent payable in connection with any subletting exceeds the rent payable under this Lease (determined on the rent payable hereunder pro rated to the square footage area of the portion of the Leased Premises to be sublet), fifty percent (50%) of the same shall be paid to Landlord as rent. In addition to the foregoing, Tenant agrees that in the event Tenant shall make a Transfer hereunder in accordance with the provisions of this Section 11, Tenant shall repay to Landlord the unamortized balance of the Warehouse Improvements being amortized over the term of the Lease as described on Exhibit "F", if the assignee or sublessee is not obligated to repay such amounts for the benefit of Tenant. In the event Tenant requests Landlord to consent to a proposed assignment, subletting, or encumbrance, Tenant shall pay to Landlord, whether or not such consent is ultimately given, Landlord’s 's reasonable administrative fee in connection with such request request, which fee shall be determined by Landlord in its sole discretion, and which shall not to exceed five hundred dollars be less than Three Hundred Dollars ($300.00) nor more than Five Hundred Dollars ($500.00) for each request for consent, plus Landlord’s 's reasonable attorneys’ attorney's fees not to exceed one thousand dollars ($1,000.00) and costs incurred in connection with each such request. Tenant shall pay the administrative fee at the same time that it provides notice to the Landlord of Tenant's proposed assignment, subletting or encumbrance. Tenant hereby irrevocably assigns to Landlord one-half of all said sums received from any subletting of the Leased Premises, and agrees that Landlord, as assignee and as attorney-in-fact for Tenant, or as a receiver for Tenant appointed upon Landlord’s 's application, may collect such rentals and apply the same to any outstanding balance owed Landlord (in such order as provided in Section 16 Landlord may determine) upon Tenant’s 's default; provided, however, that until the occurrence of any act of default by Tenant, Tenant shall have the right to collect such rental. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary, or by operation of law, of the partner or partners owning a majority of the partnership interest as of the date of this Lease, or the dissolution of the partnership shall be deemed an assignment prohibited by this Section unless Landlord’s consent is obtained. If Tenant consists of more than one person, a purported assignment, voluntary, involuntary, or by assignment of law, form a majority of such persons to the other shall be deemed an assignment prohibited by this Section unless Landlord’s consent is obtained. Tenant may assign this Lease or sublet the Premises, or any portion thereof, without Landlord’s consent to any entity which controls, is controlled by, or is under common control with Tenant; to any entity which results from a merger of, reorganization of, or consolidation with Tenant; to any entity engaged in a joint venture with Tenant; or to any entity which requires substantially all of the stock or assets of Tenant, as a growing concern, with respect to the business that is being conducted in the Premises (hereinafter each a “Permitted Transfer”). In addition, a sale or transfer of the Stock of the Tenant shall be deemed a Permitted Transfer if (1) such sale or transfer occurs in connection with any modified financing or capitalization for the benefit of Tenant, or (2) Tenant becomes a publicly traded corporation. Landlord shall have no right to terminate the Lease intention with, and shall have no right to any sums or other economic consideration resulting from any Permitted Transfer.
Appears in 1 contract
Samples: Standard Industrial Lease Agreement (Innotrac Corp)
