ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant, nor Tenant's successors or assigns, shall (unless expressly permitted to do so) assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole or in part, or permit the same or any portion thereof to be used or occupied by others, without the prior consent in writing and approval of credit by Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed. If this Lease be so assigned or transferred, or if all or any part of the Demised Premises be sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, transferee, subtenant or occupant, and apply the net amount collected to the rent reserved herein, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any agreement, term, covenant or condition of this Lease, or the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable under this Lease. The consent by Landlord to an assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting shall not be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or subletting, mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, an assignment of this Lease shall include, without limitation the following: (a) if Tenant shall be a corporation and fifty percent (50%) or more of its voting stock or all or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and all or any portion of the interest of any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises to an affiliate, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignment.
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Samples: Lease (Biolife Solutions Inc), Lease (Biolife Solutions Inc), Lease (Biolife Solutions Inc)
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant, nor Tenant's successors or assigns, shall (unless expressly permitted to do so) assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole or in part, or permit the same or any portion thereof to be used or occupied by others, without the prior consent in writing and approval of credit by Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed7.01. If this Lease be so assigned or transferred, or if all or any part of the Demised Premises be sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, transferee, subtenant or occupant, and apply the net amount collected Subject to the rent reserved hereinprovisions of this Article 7, but Tenant may (a) assign or otherwise transfer this lease or the term and estate hereby granted without Landlord's consent, provided that no such assignment, subletting, occupancy or collection assignee of this lease shall be deemed a waiver of any agreementperson that is entitled to sovereign immunity, term, covenant or condition of this Lease, or and/or (b) for so long as a Citibank Tenant is the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable tenant under this Lease. The consent by Landlord to an assignmentlease (but not otherwise), mortgage, pledge, encumbrance, transfer, management contract encumber or subletting shall not be construed to relieve Tenant from obtaining otherwise hypothecate this lease or the express consent Premises or any part thereof in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or subletting, mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, an assignment of this Lease shall includemanner whatsoever (including, without limitation limitation, entering into any Leasehold Mortgage) without Landlord's consent and/or (c) sublet the following: Premises or any part thereof (aincluding, without limitation, any portion of the roof) if and allow the same to be used, occupied and/or utilized by anyone other than Tenant at any time and from time to time without Landlord's consent, provided and upon the condition that (i) this lease is in full force and effect, (ii) the sublease conforms with the provisions of Sections 7.06 and 7.07, (iii) no subtenant shall be a corporation person that is entitled to sovereign immunity and fifty percent (50%iv) or more of its voting stock or all or substantially all its assets no sublease shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan Prohibited Use. A list of subleases and other third party agreements that encumber the Real Property as of the date hereof is attached hereto as Schedule 3 (herein called "Current Occupancy Agreements"). Landlord acknowledges that Tenant is entitled to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnershipall revenue generated from the Current Occupancy Agreements as well as from any other subleases, limited liability companylicenses, joint venture, syndicate assignments or other group and agreements entered into by Tenant during the term of this lease with respect to all or any portion of the interest Real Property and Tenant acknowledges that it is responsible for all obligations of the lessor under the Current Occupancy Agreements, whether arising before or after the date of this lease. Anything contained in this Article 7 to the contrary notwithstanding, in no event shall Tenant or any subtenant (of any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales tier) of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign market all or a any portion of the Office Floors to third parties for sublease, nor enter into any third-party sublease of all or any portion of an Office Floor for the twelve (12) month period commencing immediately after (a) the date on which the Surrender Notice was given and/or (b) the date on which an Extension Election Notice with respect to the Option Two Extension Premises to an affiliate, parent, subsidiary or operating division of Tenant, or the Option Three Extension Premises was given; it being understood and agreed that the foregoing shall not apply to any entity acquiring all subleases to Affiliates of Tenant or substantially all with respect to any of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignmentCurrent Occupancy Agreements.
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ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant, nor Tenant's successors or assigns, shall (unless expressly permitted to do so) assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole or in part, or permit the same or any portion thereof to be used or occupied by others, without the prior consent in writing and approval of credit by Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed. If this Lease be so assigned or transferred, or if all or any part of the Demised Premises be sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, transferee, subtenant or occupant, and apply the net amount collected to the rent reserved herein, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any agreement, term, covenant or condition of this Lease, or the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable under this Lease. The consent by Landlord to an assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting shall not be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or sublettingsubletting (except as provided in Section 11.5), mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, an assignment of this Lease shall include, without limitation the following: (a) if Tenant shall be a corporation and fifty percent (50%) or more of its voting stock or all or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and all or any portion of the interest of any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises to an affiliate, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignment.
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ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant, nor Tenant's successors or assigns, shall (unless expressly permitted to do so) assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole or in part, or permit the same or any portion thereof to be used or occupied by others, without the prior consent in writing and approval of credit by Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed7.01. If this Lease be so assigned or transferred, or if all or any part of the Demised Premises be sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, transferee, subtenant or occupant, and apply the net amount collected Subject to the rent reserved hereinprovisions of this Article 7, but Tenant may (a) assign or otherwise transfer this lease or the term and estate hereby granted without Landlord’s consent, provided that no such assignment, subletting, occupancy or collection assignee of this lease shall be deemed a waiver of any agreementperson that is entitled to sovereign immunity, term, covenant or condition of this Lease, or and/or (b) for so long as a Citibank Tenant is the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable tenant under this Lease. The consent by Landlord to an assignmentlease (but not otherwise), mortgage, pledge, encumbrance, transfer, management contract encumber or subletting shall not be construed to relieve Tenant from obtaining otherwise hypothecate this lease or the express consent Premises or any part thereof in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or subletting, mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, an assignment of this Lease shall includemanner whatsoever (including, without limitation limitation, entering into any Leasehold Mortgage) without Landlord’s consent and/or (c) sublet the following: Premises or any part thereof (aincluding, without limitation, any portion of the roof) if and allow the same to be used, occupied and/or utilized by anyone other than Tenant at any time and from time to time without Landlord’s consent, provided and upon the condition that (i) this lease is in full force and effect, (ii) the sublease conforms with the provisions of Sections 7.06 and 7.07, (iii) no subtenant shall be a corporation person that is entitled to sovereign immunity, and fifty percent (50%iv) or more of its voting stock or all or substantially all its assets no sublease shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan Prohibited Use. A list of subleases and other third party agreements that encumber the Real Property as of the date hereof is attached hereto as Schedule 3 (herein called “Current Occupancy Agreements”). Landlord acknowledges that Tenant is entitled to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnershipall revenue generated from the Current Occupancy Agreements as well as from any other subleases, limited liability companylicenses, joint venture, syndicate assignments or other group and agreements entered into by Tenant during the term of this lease with respect to all or any portion of the interest Real Property and Tenant acknowledges that it is responsible for all obligations of the lessor under the Current Occupancy Agreements, whether arising before or after the date of this lease. Anything contained in this Article 7 to the contrary notwithstanding but subject to the succeeding sentence, in no event shall Tenant or any subtenant (of any partnertier) of Tenant market all or any portion of the Office Floors to third parties for sublease, member nor enter into any third-party sublease of all or other equity holder any portion of an Office Floor for the twelve (12) month period (herein called the “Blackout Period”) commencing immediately after (a) the date on which a Surrender Notice was given and/or (b) the date on which an Extension Election Notice with respect to the Option Two Extension Premises or the Option Three Extension Premises was given; it being understood and agreed that the foregoing shall be sold not apply to any subleases to Affiliates of Tenant or otherwise transferred (however this provision shall not, as with respect to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales any of stock or other equity interests on such stock exchange)the Current Occupancy Agreements. Notwithstanding the forgoingforegoing, Tenant may sublease or assign all or in no event shall the Blackout Period exceed twenty-four (24) months in the aggregate with respect to the Tranche 1 Surrender Space and twenty-four (24) months in the aggregate with respect to the Tranche 2 Surrender Space. For purposes of illustration and without limitation, if a portion Tranche 1 Surrender Notice was given on each of December 1, 2009, January 1, 2010 and December 1, 2011, the Premises first Blackout Period would cover the period from December 1, 2009 to an affiliateDecember 1, parent2010 and the second Blackout Period would cover the period January 1, subsidiary or operating division of Tenant2010 to January 1, or 2011, which nets to any entity acquiring all or substantially all of a thirteen month Blackout Period (i.e., December 1, 2009 to January 1, 2011). As such, the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignmentthird Blackout Period would only cover the eleven month period from December 1, 2011 to November 1, 2011 (i.e., 24 months less 13 months).
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Samples: Agreement (Citigroup Inc)
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant7.01. Subject to the provisions of this Article 7, nor Tenant's successors Tenant may (a) assign or assignsotherwise transfer this lease or the term and estate hereby granted without Landlord’s consent, provided that (i) no assignee of this lease shall be a person that is entitled to sovereign immunity, (ii) no assignee shall be a party whose principal business is owning and/or operating real property, (iii) such assignee shall meet the requirements of clauses (i) and (ii) of Section 35.17 and, if requested by Landlord, shall (unless expressly permitted to do so) assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole or in part, or permit certify the same or any portion thereof to be used or occupied by others, without the prior consent in writing and approval of credit by Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed. If this Lease be so assigned or transferred, or if all or any part of the Demised Premises be sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, transferee, subtenant or occupantLandlord, and apply (iv) the net amount collected to the rent reserved herein, but no such assignment, subletting, occupancy or collection Guaranty shall be deemed a waiver of any agreement, term, covenant or condition of this Lease, or the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants remain in full force and conditions of this Lease, and Tenant shall continue to be liable under this Lease. The consent by Landlord to an assignment, effect and/or (b) mortgage, pledge, encumbrance, transfer, management contract encumber or subletting shall not be construed to relieve Tenant from obtaining otherwise hypothecate this lease or Tenant’s interest in the express consent Premises or any part thereof in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or subletting, mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, an assignment of this Lease shall includemanner whatsoever (including, without limitation limitation, entering into any Leasehold Mortgage) without Landlord’s consent and/or (c) sublet the following: Premises or any part thereof (aincluding, without limitation, any portion of the roof) if and allow the same to be used, occupied and/or utilized by anyone other than Tenant at any time and from time to time without Landlord’s consent, provided and upon the condition that (i) this lease and the Guaranty are in full force and effect, (ii) the sublease conforms with the provisions of Sections 7.06 and 7.07, (iii) no subtenant shall be a corporation person that is entitled to sovereign immunity and fifty percent (50%iv) or more each subtenant shall meet the requirements of its voting stock or all or substantially all its assets clauses (i) and (ii) of Section 35.17 and, if requested by Landlord, shall certify the same to Landlord, and (v) no sublease shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan Prohibited Use. A list of subleases and other third party agreements that encumber the Real Property as of the date hereof is attached hereto as Schedule 3 (herein called “Current Occupancy Agreements”). Landlord acknowledges that Tenant is entitled to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnershipall revenue generated from the Current Occupancy Agreements as well as from any other subleases, limited liability companylicenses, joint venture, syndicate assignments or other group and agreements entered into by Tenant prior to or during the Term with respect to all or any portion of the interest Real Property and Tenant acknowledges that it is responsible for all obligations of the lessor under the Current Occupancy Agreements, whether arising before or after the date of this lease. All Current Occupancy Agreements are and shall remain subject and subordinate to this lease. Landlord may at any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding time request that Tenant obtain from any subtenant then occupying the forgoing, Tenant may sublease or assign all Premises or a portion thereof, a certification of the Premises type described in clause (b)(iv) to an affiliate, parent, subsidiary the extent no such certification was previously provided with respect to such subtenant or operating division of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignmentother occupant.
Appears in 1 contract
Samples: Agreement (Citigroup Inc)
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant, nor Tenant's successors or assigns, 22.1. Subtenant shall (unless expressly permitted to do so) not assign, mortgagesell, pledge transfer (whether by operation or law or otherwise), pledge, mortgage or otherwise encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole or in part, or permit the same Sublease or any portion thereof to be used or occupied by others, without the prior consent in writing and approval of credit by Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed. If this Lease be so assigned or transferred, or if all or any part of the Demised Premises be sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, transferee, subtenant or occupant, and apply the net amount collected to the rent reserved herein, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any agreement, term, covenant or condition of this Lease, or the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable under this Lease. The consent by Landlord to an assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting shall not be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or subletting, mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, an assignment of this Lease shall include, without limitation the following: (a) if Tenant shall be a corporation and fifty percent (50%) or more of its voting stock or all or substantially all its assets shall be soldinterest in the Premises, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and nor sub-sublet all or any portion of the interest Premises or permit any other person or entity to use or occupy all or any portion of any partnerthe Premises, member or other equity holder shall without the prior written consent of Sublandlord, which consent may be sold or otherwise transferred (however withheld in Sublandlord's sole discretion, and Ovvner, in accordance with all of the terms and conditions of this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange)Sublease and the Lease. Notwithstanding the forgoingforegoing, Tenant may sublease provided Subtenant is not in default of any of the te1ms, covenants or assign conditions of this Sublease, and subject to (i) Owner's rights pursuant to Section 5.6.1. l of the Lease, (ii) obtaining the ·written consent of Ov.ner, if and to the extent Owner's consent is required under the Lease, and (ii) all of the terms and conditions of this Sublease and the Lease, including, \.vithout limitation, this Article 22 and Section 5.6 of the Lease, Sublandlord shall not unreasonably \Vithhold its consent to (A) one or more sub-subleases affecting all or a any portion of the Premises (provided that in no event shall more than hvo (2) sub-subleases of the Premises be in effect any given time), and (B) one (1) assignment of Subtenant's interest in this Sublease; provided, that Sublandlord shall not be deemed to an affiliate, parent, subsidiary be unreasonably 'v\.i.thholding its consent (x) to a proposed sub-subletting or operating division assignment if any of Tenantthe factors set forth in Section 5.6.2(a)-(h) shall apply to the proposed sub-subtenant or assignee, or (y) if, with respect to any entity acquiring all or substantially all of a proposed assignment, the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignmentproposed assignee does not satisfy the Minimmn Net Worth Threshold (as defined below).
Appears in 1 contract
Samples: Agreement of Sublease (Care.com Inc)
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant11.01. Tenant shall not, nor Tenant's successors whether voluntarily, involuntarily, or assignsby operation of law or otherwise, shall (unless expressly permitted a) assign or otherwise transfer this Lease, or offer or advertise to do so, (b) assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole Premises or in partany part thereof, or permit offer or advertise to do so, or allow the same or any portion thereof to be used used, occupied or occupied utilized by othersanyone other than Tenant, or (c) mortgage, pledge, encumber or otherwise hypothecate this Lease in any manner whatsoever, without the prior consent in writing and approval of credit by Landlord in each instance which obtaining the prior written consent shall of Landlord. Landlord agrees not be to unreasonably withheld, conditioned or delayed. If this Lease be so assigned or transferred, or if all or any part withhold its consent to the subletting of the Demised Premises be sublet or occupied by anybody other than Tenantan assignment of this Lease. In determining reasonableness, Landlord may collect rent from take into consideration all relevant factors surrounding the assigneeproposed sublease and assignment, transfereeincluding, without limitation, the following: (i) The business reputation of the proposed assignee or subtenant and its officers or occupant, and apply the net amount collected directors in relation to the rent reserved hereinother tenants or occupants of the Building or Development; (ii) the nature of the business and the proposed use of the Demised Premises by the proposed assignee or subtenant in relation to the other tenants or occupants of the Building or Development; (iii) whether the proposed assignee or subtenant is then a tenant (or subsidiary, but no such assignmentaffiliate or parent of a tenant) of other space in the Building or Development, sublettingor any other property owned or managed by Landlord or its affiliates; (iv) the financial condition of the proposed assignee or subtenant; (v) restrictions, if any, contained in leases or other agreements affecting the Building and the Development; (vi) the effect that the proposed assignee's or subtenant's occupancy or collection shall be deemed a waiver of any agreement, term, covenant or condition of this Lease, or the acceptance use of the assigneeDemised Premises would have upon the operation and maintenance of the Building and the Development; (vii) the extent to which the proposed assignee or subtenant and Tenant provide Landlord with assurances reasonably satisfactory to Landlord as to the satisfaction of Tenant's obligations hereunder, transfereeIn any event, subtenant at no time shall there be more than two (2) subtenants of the Demised Premises permitted. In the event the Demised Premises are sublet or occupant this Lease is assigned, Tenant shall pay to Landlord as tenant, or a release of Tenant from an Additional Charge the performance or further performance following amounts less the actual reasonable expense incurred by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable under this Lease. The consent by Landlord to an assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting shall not be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an connection with such assignment or subletting, mortgageas substantiated by Tenant, pledge or other encumbrance. Notwithstanding anything in writing, to Landlord's reasonable satisfaction, including, without limitation, a reasonable brokerage fee and reasonable legal fees, as the contrary herein containedcase may be: (i) in the case of an assignment, an assignment of this Lease shall include, without limitation the following: (a) if Tenant shall be a corporation and amount equal to fifty percent (50%) of all sums and other consideration paid to Tenant by the assignee for or more by reason of its voting stock or all or substantially all its assets shall be soldsuch assignment, mortgagedand (ii) in the case of a sublease, assignedfifty percent (50%) of any rents, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate additional charge or other group and all or any portion consideration payable under the sublease to Tenant by the subtenant which is in excess of the interest of any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding Fixed Rent and Additional Charges accruing during the forgoing, Tenant may sublease or assign all or a portion term of the Premises to an affiliate, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all sublease in respect of the Tenant’s assets or stock without Landlord’s approval. subleased space (at the rate per square foot payable by Tenant shall give Landlord notice of said sublease or assignmenthereunder) pursuant to the terms hereof.
Appears in 1 contract
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant10.01. Tenant shall not, nor Tenant's successors whether voluntarily, involuntarily, or assignsby operation of law or otherwise, shall (unless expressly permitted a) assign or otherwise transfer this Lease, or offer or advertise to do so, (b) assignsublet the Demised Premises or any part thereof, or offer or advertise to do so, or allow the same to be used, occupied or utilized by anyone other than Tenant, or (c) mortgage, pledge pledge, encumber or encumber otherwise hypothecate this Lease in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord. Notwithstanding the foregoing, Landlord shall not unreasonably withhold or delay its consent to any proposed subletting or assignment of this Lease by Tenant, provided that in the event Tenant assigns this Lease, Tenant shall pay to Landlord, as an Additional Charge hereunder, one-half (1/2) of any amounts received by Tenant in whole or connection with such assignment to the extent any such amounts exceed the Fixed Rent and Additional Charges payable from time to time hereunder; and in part, or sublet the event the Tenant sublets the Demised Premises, in whole or in partTenant shall pay to Landlord, or permit the same as Additional Charges hereunder, one-half (1/2) of any rentals or any portion thereof other payments received by Tenant in connection with such subletting to be used the extent any such rentals or occupied by otherspayments exceed the Fixed Rent and Additional Charges payable from time to time hereunder. Notwithstanding anything contained in this Article 10 to the contrary, without the prior consent in writing and approval of credit by Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed. If required if the Tenant assigns this Lease be so assigned to its parent corporation or transferred, to its wholly owned subsidiary or if all or any part of the Demised Premises be sublet or occupied by anybody other than a company under commitment control with Tenant, Landlord may collect rent from the assigneesubject, transfereehowever, subtenant or occupant, and apply the net amount collected to the rent reserved herein, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any agreement, term, covenant or condition further provisions of this Lease, or the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants Article 11 and conditions of this Lease, and Tenant shall continue prior notice to be liable under this Lease. The consent by Landlord to an assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting shall not be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or subletting, mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, an assignment of this Lease shall include, without limitation the following: (a) if Tenant shall be a corporation and fifty percent (50%) or more of its voting stock or all or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and all or any portion of the interest of any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises to an affiliate, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignment.
Appears in 1 contract
Samples: Lower Road Associates LLC
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant11.01. Tenant shall not, nor Tenant's successors whether voluntarily, involuntarily, or assignsby operation of law or otherwise, shall (unless expressly permitted a) assign or otherwise transfer this Lease, or offer or advertise to do so, (b) assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole Premises or in partany part thereof, or permit offer or advertise to do so, or allow the same or any portion thereof to be used used, occupied or occupied utilized by othersanyone other than Tenant or its Affiliates, or (c) mortgage, pledge, encumber or otherwise hypothecate this Lease in any manner whatsoever, without the prior consent in writing and approval of credit by Landlord in each instance which obtaining the prior written consent shall of Landlord; provided, however, that Landlord agrees not be to unreasonably withheldwithhold or delay its consent to a subletting or assignment under subsections (a) and (b) of this Section 11.01. In determining reasonableness, conditioned Landlord may take into consideration all relevant factors surrounding the proposed sublease and assignment, including, without limitation, the following: (i) The business reputation of the proposed assignee or delayed. If this Lease be so assigned subtenant and its officers or transferred, directors in relation to the other tenants or if all or any part occupants of the Building; (ii) The nature of the business and the proposed use of the Demised Premises be sublet by the proposed assignee or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, transferee, subtenant or occupant, and apply the net amount collected in relation to the rent reserved herein, but no such assignment, subletting, occupancy other tenants or collection shall be deemed a waiver of any agreement, term, covenant or condition of this Lease, or the acceptance occupants of the assignee, transferee, Building; (iii) the proposed assignee or subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable under this Lease. The consent by Landlord to an assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting shall not be construed to relieve Tenant from obtaining a tenant (or subsidiary, affiliate or parent of a tenant) of other space in the express consent Building; (iv) The financial condition of the proposed assignee or subtenant; (v) Restrictions, if any, contained in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or subletting, mortgage, pledge leases or other encumbrance. Notwithstanding anything agreements affecting the Building; (vi) The effect that the proposed assignee's or subtenant's occupancy or use of the Demised Premises would have upon the operation and maintenance of the Building and Landlord's investment therein; (vii) The extent to which the proposed assignee or subtenant and Tenant provide Landlord with assurances reasonably satisfactory to Landlord as to the contrary herein containedsatisfaction of Tenant's obligations hereunder. In any event, an assignment at no time shall there be more than three (3) subtenants (in addition to Tenant) of the Demised Premises permited. For purposes of this Lease shall includeArticle, without limitation the following: (a) if Tenant shall be a corporation and fifty percent (50%) or more of its voting stock or all or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and all or any portion of the interest of any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises to an affiliate, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignment."
Appears in 1 contract
Samples: Icon CMT Corp
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant, nor Tenant's successors or assigns, shall (unless expressly permitted to do so) assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole or in part, or permit the same or any portion thereof to be used or occupied by others, or enter into a management contract or other arrangement whereby the Demised Premises shall be managed and operated by anyone other than the then owner of Tenant's leasehold estate, nor shall this Lease be assigned or transferred by operation of law, without the prior consent in writing and approval of credit by Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayedinstance. If this Lease be so assigned or transferred, or if all or any part of the Demised Premises be sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, transferee, subtenant or occupant, and apply the net amount collected to the rent reserved herein, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any agreement, term, covenant or condition of this Lease, or the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable under this Lease. The consent by Landlord to an assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting shall not be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or sublettingsubletting (except as provided in Section 11.5), mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, an assignment of this Lease shall include, without limitation the following: (a) if Tenant shall be a corporation and fifty percent (50%) or more of its voting stock or all or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and all or any portion of the interest of any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises to an affiliate, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignment.as
Appears in 1 contract
Samples: Lease (Xcyte Therapies Inc)
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant, nor Tenant's ’s successors or assigns, shall (unless expressly permitted to do so) assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole or in part, or permit the same or any portion thereof to be used or occupied by others, or enter into a management contract or other arrangement whereby the Demised Premises shall be managed and operated by anyone other than the then owner of Tenant’s leasehold estate, nor shall this Lease be assigned or transferred by operation of law, without the prior consent in writing and approval of credit by Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayedinstance. If this Lease be so assigned or transferred, or if all or any part of the Demised Premises be sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, transferee, subtenant or occupant, and apply the net amount collected to the rent reserved herein, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any agreement, term, covenant or condition of this Lease, or the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable under this Lease. The consent by Landlord to an assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting shall not be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or sublettingsubletting (except as provided in Section 11.5), mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, an assignment of this Lease shall include, without limitation the following: (a) if Tenant shall be a corporation and fifty percent (50%) or more of its voting stock or all or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lenderlender or in a public stock offering) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and all or any portion of the interest of any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises to an affiliate, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignment.
Appears in 1 contract
Samples: Lease (Xcyte Therapies Inc)
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant11.01. Tenant shall not, nor Tenant's successors whether voluntarily, involuntarily, or assignsby operation of law or otherwise, shall (unless expressly permitted a) assign or otherwise transfer this Lease, or offer or advertise to do so, (b) assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole Premises or in partany part thereof, or permit offer or advertise to do so, or allow the same or any portion thereof to be used used, occupied or occupied utilized by othersanyone other than Tenant, or (c) mortgage, pledge, encumber or otherwise hypothecate this Lease in any manner whatsoever, without the prior consent in writing and approval of credit by Landlord in each instance which obtaining the prior written consent shall of Landlord. Landlord agrees not be to unreasonably withheld, conditioned withhold or delayed. If this Lease be so assigned or transferred, or if all or any part delay its consent to the subletting of the Demised Premises be sublet or occupied by anybody other than Tenantan assignment of this Lease. In determining reasonableness, Landlord may collect rent from take into consideration all relevant factors surrounding the assigneeproposed sublease and assignment, transfereeincluding, without limitation, the following: (i) The business reputation of the proposed assignee or subtenant and its officers or occupant, and apply the net amount collected directors in relation to the rent reserved hereinother tenants or occupants of the Building or Development; (ii) the nature of the business and the proposed use of the Demised Premises by the proposed assignee or subtenant in relation to the other tenants or occupants of the Building or Development; (iii) whether the proposed assignee or subtenant is then a tenant (or subsidiary, but no such assignmentaffiliate or parent of a tenant) of other space in the Building or Development, sublettingor any other property owned or managed by Landlord or its affiliates; (iv) the financial condition of the proposed assignee or subtenant; (v) restrictions, if any, contained in leases or other agreements affecting the Building and the Development; (vi) the effect that the proposed assignee’s or subtenant’s occupancy or collection shall be deemed a waiver of any agreement, term, covenant or condition of this Lease, or the acceptance use of the assigneeDemised Premises would have upon the operation and maintenance of the Building and the Development; (vii) the extent to which the proposed assignee or subtenant and Tenant provide Landlord with assurances reasonably satisfactory to Landlord as to the satisfaction of Tenant’s obligations hereunder. In any event, transfereeat no time shall there be more than two (2) subtenants of the Demised Premises permitted (i.e. three occupants inclusive of Tenant). In the event the Demised Premises are sublet or this Lease is assigned, subtenant or occupant Tenant shall pay to Landlord as tenant, or a release of Tenant from an Additional Charge the performance or further performance following amounts less the actual reasonable expense incurred by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable under this Lease. The consent by Landlord to an assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting shall not be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an connection with such assignment or subletting, mortgageas substantiated by Tenant, pledge or other encumbrance. Notwithstanding anything in writing, to Landlord’s reasonable satisfaction, including, without limitation, a reasonable brokerage fee and reasonable legal fees, as the contrary case may be (the Additional Charges payable hereunder being referred to sometimes herein containedas the “Excess Amount”): (i) in the case of an assignment, an assignment of this Lease shall include, without limitation the following: (a) if Tenant shall be a corporation and amount equal to fifty percent (50%) of all sums and other consideration paid to Tenant by the assignee for or more by reason of its voting stock or all or substantially all its assets such assignment (which amount, if paid prior to the fifth anniversary of the Commencement Date, shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan pro rated with respect to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and all or any the portion of the interest Term remaining after the fifth anniversary of the Commencement date as of the effective date of such assignment), and (ii) in the case of a sublease, fifty percent (50%) of any partnerrents, member additional charge or other equity holder shall be sold or otherwise transferred (however this provision shall not, as consideration payable under the sublease to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable Tenant by the subtenant which is in excess of the Fixed Rent and Additional Charges payable with respect to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises to an affiliate, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all Term after the fifth anniversary of the Tenant’s assets or stock without Landlord’s approval. Commencement Date of this Lease during the term of the sublease in respect of the subleased space (at the rate per square foot payable by Tenant shall give Landlord notice of said sublease or assignmenthereunder) pursuant to the terms hereof.
Appears in 1 contract
Samples: Hartz Mountain (Vs Direct Inc.)
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant, nor Tenant's successors or assigns, shall (unless expressly permitted to do so) assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole or in part, or permit the same or any portion thereof to be used or occupied by others, without the prior consent in writing and approval of credit by Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed7.01. If this Lease be so assigned or transferred, or if all or any part of the Demised Premises be sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, transferee, subtenant or occupant, and apply the net amount collected Subject to the rent reserved hereinprovisions of this Article 7, but Tenant may (a) assign or otherwise transfer this lease or the term and estate hereby granted without Landlord’s consent, provided that no such assignment, subletting, occupancy or collection assignee of this lease shall be deemed a waiver of any agreementperson that is entitled to sovereign immunity, term, covenant or condition of this Lease, or and/or (b) for so long as a Citibank Tenant is the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable tenant under this Lease. The consent by Landlord to an assignmentlease (but not otherwise), mortgage, pledge, encumbrance, transfer, management contract encumber or subletting shall not be construed to relieve Tenant from obtaining otherwise hypothecate this lease or the express consent Premises or any part thereof in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or subletting, mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, an assignment of this Lease shall includemanner whatsoever (including, without limitation limitation, entering into any Leasehold Mortgage) without Landlord’s consent and/or (c) sublet the following: Premises or any part thereof (aincluding, without limitation, any portion of the roof) if and allow the same to be used, occupied and/or utilized by anyone other than Tenant at any time and from time to time without Landlord’s consent, provided and upon the condition that (i) this lease is in full force and effect, (ii) the sublease conforms with the provisions of Sections 7.06 and 7.07, (iii) no subtenant shall be a corporation person that is entitled to sovereign immunity and fifty percent (50%iv) or more of its voting stock or all or substantially all its assets no sublease shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan Prohibited Use. A list of subleases and other third party agreements that encumber the Real Property as of the date hereof is attached hereto as Schedule 3 (herein called “Current Occupancy Agreements”). Landlord acknowledges that Tenant is entitled to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnershipall revenue generated from the Current Occupancy Agreements as well as from any other subleases, limited liability companylicenses, joint venture, syndicate assignments or other group and agreements entered into by Tenant during the term of this lease with respect to all or any portion of the interest Real Property and Tenant acknowledges that it is responsible for all obligations of the lessor under the Current Occupancy Agreements, whether arising before or after the date of this lease. Anything contained in this Article 7 to the contrary notwithstanding, in no event shall Tenant or any subtenant (of any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales tier) of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign market all or a any portion of the Office Floors to third parties for sublease, nor enter into any third-party sublease of all or any portion of an Office Floor for the twelve (12) month period commencing immediately after (a) the date on which the Surrender Notice was given and/or (b) the date on which an Extension Election Notice with respect to the Option Two Extension Premises to an affiliate, parent, subsidiary or operating division of Tenant, or the Option Three Extension Premises was given; it being understood and agreed that the foregoing shall not apply to any entity acquiring all subleases to Affiliates of Tenant or substantially all with respect to any of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignmentCurrent Occupancy Agreements.
Appears in 1 contract
Samples: Agreement (Citigroup Inc)
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant, nor Tenant's successors or assigns, 20.1. Subtenant shall (unless expressly permitted to do so) not assign, mortgagesell, pledge transfer (whether by operation or law or otherwise), pledge, mortgage or otherwise encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole or in part, or permit the same Sublease or any portion thereof to be used or occupied by others, without the prior consent in writing and approval of credit by Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed. If this Lease be so assigned or transferred, or if all or any part of the Demised Premises be sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, transferee, subtenant or occupant, and apply the net amount collected to the rent reserved herein, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any agreement, term, covenant or condition of this Lease, or the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable under this Lease. The consent by Landlord to an assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting shall not be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or subletting, mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, an assignment of this Lease shall include, without limitation the following: (a) if Tenant shall be a corporation and fifty percent (50%) or more of its voting stock or all or substantially all its assets shall be soldinterest in the Sublease Premises, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and nor sublet all or any portion of the interest Sublease Premises or permit any other person or entity to use or occupy all or any portion of any partnerthe Sublease Premises, member without the prior written consent of Sublandlord and Prime Landlord. Provided that Subtenant shall comply with the provisions of the Lease (including, without limitation, Article 11 thereof) and this Sublease with respect to subletting, Sublandlord agrees that it shall not withhold or other equity holder shall be sold or otherwise transferred (however this provision shall not, as delay its consent to a corporation subletting of all or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable any portion of the Sublease Premises provided that Prime Landlord shall consent to sales of stock or other equity interests on such stock exchange)subletting. Notwithstanding the forgoingforegoing, Tenant Subtenant may assign this Sublease, or sublease the Sublease Premises and Sublandlord's consent to such assignment or assign subletting shall not be required if, pursuant to the terms of the Lease (including, without limitation, Article 11 thereof), the consent of Prime Landlord to such assignment or subletting would not be required if such assignment or subletting were made by Sublandlord, including, without limitation, the assignment of this Sublease, or the transfer of all or a portion of the Premises to an affiliateany interest in Subtenant, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all Affiliate of Subtenant. Upon the Tenant’s assets or stock without Landlord’s approval. Tenant request of Subtenant, Sublandlord, at Subtenant's sole cost and expense, shall give request the consent of Prime Landlord notice of said sublease or assignmentand cooperate with Subtenant in obtaining any required consent.
Appears in 1 contract
