ASSIGNMENT, SUBLETTING AND MORTGAGING. 19.1 Subtenant shall not assign, sell, transfer (whether by operation or law or otherwise), pledge, mortgage or otherwise encumber this Sublease or any portion of its interest in the Demised Premises, nor sublet all or any portion of the Demised Premises or permit any other person or entity to use or occupy all or any portion of the Demised Premises, without the prior written consent of Sublandlord and Prime Landlord. Upon the request of Subtenant, Sublandlord, at Subtenant's sole cost and expense, shall request the consent of the Prime Landlord and cooperate with Subtenant in obtaining any consent.
19.2 Notwithstanding the above, Subtenant shall have the right to assign this sublease in its entirety or to sublease all or any portion of the Demised Premises without the consent of Sublandlord to: (i) a successor to all of Subtenant's businesses if such succession takes place by merger or consolidation, reorganization, active legislation or other, or (ii) any affiliate or subsidiary of Subtenant ("Permitted Transferee").
19.3 If Subtenant desires at any time to assign this Sublease, or sublet all or any portion of the Demised Premises, (except with respect to transfers permitted pursuant to Section 19.2 above) Subtenant shall comply with the following terms and conditions:
19.3.1 Subtenant shall first notify Sublandlord at least sixty (60) days prior to the proposed effective date of the assignment or sublease, in writing, of its desire to do so and shall submit in writing to Landlord: (1) the name of the proposed subtenant or assignee, (2) the nature of the proposed subtenant's or assignee's business to be carried on in the Demised Premises, (3) the terms and conditions of the proposed sublease or assignment, and (4) financial statements for the two most recent completed fiscal years of the proposed Subtenant or assignee, and a bank reference. Thereafter, Subtenant shall furnish such supplemental information as Sublandlord may reasonably request concerning the proposed Subtenant or assignee. At any time within fifteen (15) days after Sublandlord's receipt of the information specified above, Sublandlord may by written notice to Subtenant elect to (1) consent to the sublease or assignment, or (2) disapprove of the sublease or assignment, said consent not to be unreasonably withheld or delayed. If Sublandlord consents to the sublease or assignment within the fifteen (15) day period, Subtenant may thereafter enter into such assignment or sublease of the Demised...
ASSIGNMENT, SUBLETTING AND MORTGAGING. Tenant shall not assign this Lease nor sublet the Leased Premises, in whole or in part, without Landlord's prior written consent which shall not be unreasonably withheld. If consent to assign or sublease is obtained, no such assignment or sublease shall in any way release or relieve Tenant from any of its covenants or undertakings contained in this Lease, and in all cases under this paragraph, Tenant shall remain liable on this Lease during the original and all renewal terms.
ASSIGNMENT, SUBLETTING AND MORTGAGING. 7.01 Tenant shall not, whether voluntarily, involuntarily, or by operation of law or otherwise (a) assign in whole or in part or otherwise transfer in whole or in part this Lease or the term and estate hereby granted, or advertise to do so, (b) sublet the Premises or any part thereof, or publicly offer or advertise in the media to do so (which shall not prohibit the listing of space with a licensed real estate broker and/or listing service in accordance with the terms of this Article 7), or allow the Premises or any part thereof to be used, occupied or utilized by anyone other than Tenant and Tenant Affiliates, (c) mortgage, pledge, encumber or otherwise hypothecate this Lease or the Premises or any part thereof in any manner whatsoever or (d) permit the Premises or any part thereof to be occupied, or used for desk space, mailing privileges or otherwise, by any person other than Tenant, without in each instance obtaining the prior written consent of Landlord.
(A) (1) If Tenant is a corporation, the provisions of subdivision (a) of Section 7.01 shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related transactions or in a series of unrelated transactions, if in the later case effected within any three (3) year period) of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of control of Tenant as if such transfer of stock (or other mechanism) which results in a change of control of Tenant were an assignment of this Lease, except that (x) the transfer of the outstanding capital stock of Tenant by persons or parties through the “over the counter market” or through any recognized stock exchange, (other than those deemed “insiders” within the meaning of the Securities Exchange Act of 1934, as amended) shall not be deemed an assignment of this Lease, and (y) the transfer (however accomplished, whether in a single transaction or in a series of related transactions or in a series of unrelated transactions, if in the later case effected within any three (3) year period) of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) of the Tenant named herein (or a Tenant Successor) shall not be deemed an assignment of this Lease, provided that the same shall be done for a valid business reason and not for th...
ASSIGNMENT, SUBLETTING AND MORTGAGING. 7.01. Except as may be expressly permitted herein, Tenant shall not, whether voluntarily, involuntarily, or by operation of law or otherwise, without in each instance obtaining the prior written consent of Landlord: (a) assign in whole or in part or otherwise transfer in whole or in part this lease or the
(a) If Tenant is a corporation, then a transfer of stock (by a single transfer or by multiple transfers effected pursuant to a common plan) or any other transaction (such as, by way of example, the issuance of additional stock, the redemption of stock, a stock voting agreement, a change in classes of stock or a merger or consolidation involving Tenant) which transfer or other transaction results in a change of control of Tenant (or, in the event of a merger or consolidation involving Tenant, a change of control of the resulting corporation), shall be deemed, for all purposes of this Article 7, an assignment of this lease, and if Tenant is a partnership, joint venture or other non-corporate entity, then a transfer of an interest in the distributions of profits and losses of such partnership, joint venture or other non-corporate entity (by a single transfer or by multiple transfers effected pursuant to a common plan) or any other transaction (such as, by way of example, the creation of partnership interests) which transfer or other transaction results in a change of control of such partnership, joint venture or other non-corporate entity, shall be deemed, for all purposes of this Article 7, an assignment of this lease. As used above in this Section 7.02(a), the term "TRANSFER" shall not includes sales effected through the "over-the-counter market" or through any recognized stock exchange, unless such sales are effected by persons deemed "insiders" within the meaning of the Securities Exchange Act of 1934, as amended. As used herein, the term "CONTROL" shall have the meaning ascribed thereto in Article 31 hereof.
ASSIGNMENT, SUBLETTING AND MORTGAGING. Tenant shall not assign this Lease or sublet the Leased Premises, in whole or in part, without Landlord's prior written consent. If consent to assign or sublease is obtained, no such assignment or sublease shall in any way release or relieve Tenant or Guarantor from any of its covenants or undertakings contained in this Lease Agreement, and in all cases under this paragraph, Tenant and Guarantor shall remain liable on this Lease during the original and all renewal terms. Tenant's request for consent to any subletting or assignment of this Lease shall be accompanied by a written statement setting forth the details of the proposed sublease or assignment and any other information Landlord deems relevant. Landlord shall have the right to (a) withhold consent, if reasonable; (b) grant consent; or; (c) terminate this Lease as of the effective date of such sublease or assignment, in which case Landlord may elect to enter into a direct lease with the proposed assignee or subtenant. Tenant shall be liable for reasonable fees incurred by the Landlord in connection with an assignment, subletting or mortgage of the Leased Premises.
ASSIGNMENT, SUBLETTING AND MORTGAGING. 13 12 - COMPLIANCE WITH LAW'S ...................................................16 13 -
ASSIGNMENT, SUBLETTING AND MORTGAGING. Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfer this Lease; (b) sublet the Premises or any part thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever. Any purported assignment, mortgage, transfer, pledge or sublease shall be absolutely null and void. Notwithstanding the foregoing, the following shall not constitute an assignment or subletting requiring Landlord’s consent: (i) an initial public offering by Tenant, (ii) transfer of stock or issuance of warrants to Tenant’s capital stock pursuant to Tenant’s employee, officer and/or directors option plan(s); (iii) a transfer of a controlling interest in the voting stock of Tenant to an individual or entity which has a tangible net worth of at least $25,000,0000; (iv) a transfer of stock to relatives of holders of such stock for purposes of estate tax and succession planning; and (v) an assignment to any affiliate of Tenant, to an entity with which or into which Tenant may consolidate or merge or to any entity to which Tenant may sell all or substantially all of its assets.
ASSIGNMENT, SUBLETTING AND MORTGAGING. 7.1 Tenant shall not, voluntarily, involuntarily, by operation of law or otherwise, except with the prior consent of Landlord, not to be unreasonably withheld, or as otherwise expressly permitted in this Article 7, consummate any Transfer or permit anyone but Tenant, Tenant Affiliates and their employees or Permitted Tenant Parties (as permitted herein) to occupy the Premises or any portion thereof; provided, however, subject to the other terms of this Article 7, Tenant shall also have the right, without Landlord’s consent (but subject to the other provisions of this Article 7), to Transfer this Lease with respect to the Premises as expressly permitted by Section 7 of the Unit Owners Agreement, provided that (a) Landlord is given notice thereof and the requirements of this Lease and the Unit Owners Agreement have been met and (b) Tenant agrees it shall remain liable, jointly and severally, with any assignee, for the obligations of Tenant under this Lease.
(a) No Transfer by Tenant shall be permitted if such proposed Transfer would result in a Transfer in excess of the amounts permitted to be Transferred by Tenant as set forth in this Article 7 or the Unit Owners Agreement, nor shall Tenant have the right to enter into any Transfer to any “Landlord Competitor” (as defined herein), except for a Transfer to a Landlord Competitor in connection with a sale or other transfer of all or substantially all of the NBCU Businesses (as defined in the Master Agreement), or of New York Nonstop, WNBC, or the Broadcast Operations Center.
ASSIGNMENT, SUBLETTING AND MORTGAGING. Tenant shall not, whether voluntarily, by operation of law, or otherwise, sublet, assign, mortgage, pledge, encumber, or otherwise hypothecate or transfer this Lease (or any interest therein) or the Premises, or any part thereof, in any manner whatsoever without the prior written consent of Landlord. Notwithstanding the foregoing, provided that (i) Tenant is not in default under this Lease, and (ii) no such transaction is undertaken with the intent of circumventing Tenant’s liability under this Lease, Tenant may assign this Lease to any affiliate or subsidiary of Tenant or in connection with a merger or other consolidation of Tenant and may sublease all or some portion of the Premises to an affiliate or subsidiary of Tenant without Landlord’s consent provided: (a) Tenant shall remain liable hereunder; (b) Tenant provides reasonable prior written notice to Landlord of such assignment or sublease; (c) after such transaction is effected, the tangible net worth of the transferee (excluding goodwill) is equal to or greater than the tangible net worth of Tenant as of the date of this Lease; and (d) Landlord shall have received an executed copy of all documentation effecting such transfer on or before its effective date.
ASSIGNMENT, SUBLETTING AND MORTGAGING. 17 16. PERMITTED CONTESTS.................................................................... 17
