ASSIGNMENT & SUBLETTING. 9.1. Tenant shall not assign this Lease or any of Tenant’s rights or obligations hereunder, or sublet or permit anyone to occupy the Premises or any part thereof, without the prior written consent of Landlord which may be withheld in Landlord’s absolute sole discretion. No assignment or transfer of this Lease may be effected by operation of law or otherwise without Landlord’s prior written consent. The consent of Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from liability for the performance of all covenants and obligations to be performed by Tenant under this Lease. The transfer, whether a single transfer or multiple transfers, of fifty percent (50%) or more of the ownership interests of Tenant within a twelve (12) month period shall be deemed equivalent to an assignment or subletting requiring consent of Landlord. Any attempted assignment or subletting made without Landlord’s consent shall, at the option of Landlord, be deemed an Event of Default under this Lease. Landlord’s acceptance or collection of rent from any assignee, subtenant or occupant shall not be construed (a) as a consent to or acceptance of such assignee, subtenant or occupant as a tenant, (b) as a waiver by Landlord of any provision hereof, (c) as a waiver or release of Tenant from liability for the performance of any obligation to be performed under this Lease by Tenant, or (d) as relieving Tenant or any assignee, subtenant or occupant from the obligation of obtaining Landlord’s prior written consent to any subsequent assignment, subletting or occupancy. Tenant hereby assigns to Landlord any rent due from any assignee, subtenant or occupant of Tenant as security for Tenant’s performance of its obligations pursuant to this Lease; provided, however, that Tenant shall have the right to collect such rent as long as Tenant is not in Event of Default under the terms of this Lease. Tenant authorizes each such assignee, subtenant or occupant to pay such rent directly to Landlord if such assignee, subtenant or occupant receives written notice from Landlord specifying that such rent shall be paid directly to Landlord. In the event of Event of Default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. Landlord may consent to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and such action shall not relieve Tenant of liability under this Lease. Tenant shall not mortgage this Lease without Landlord’s consent, which consent may be granted or withheld in Landlord’s reasonable discretion. All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. Tenant shall pay to Landlord a Seven Hundred Fifty and 00/100 Dollar ($750.00) processing fee as well as expenses (including reasonable attorneys’ fees) incurred by Landlord in connection with Tenant’s request for Landlord to give its consent to any assignment, subletting, occupancy or mortgage, whether or not Landlord consents thereto. 9.2. Notwithstanding anything herein to the contrary, Tenant shall have the right, without Landlord’s consent, but upon prior written notice to Landlord to assign this Lease to (i) any parent, subsidiary or affiliate of Tenant, (ii) an entity which is the result of a consolidation, merger or other reorganization of Tenant, (iii) an entity acquiring all or substantially all of the stock or assets of Tenant; (iv) a capital stock institution which is the result of the conversion from a mutual institution to a capital stock institution and the sale or transfer of stock associated therewith, provided that as a result of such conversion the former holders of the mutual institution become the beneficial owners of the capital stock institution in the same pro-rata ownership (collectively, “Permitted Transferee”), provided such Permitted Transferee has a net worth and creditworthiness which are at least equal to or greater than those of Tenant on the date of execution of this Lease and provided that such Permitted Transferee assumes, in full, the obligations of Tenant under this Lease, and such assignment shall not relieve Tenant of its obligations hereunder. 9.3. If at any time Tenant intends to assign, sublet or otherwise transfer all or part of the Premises or this Lease, then Tenant shall give written notice to Landlord (“Sublease Proposal Notice”) of the area proposed to be assigned or sublet (the “Proposed Sublet Space”) and the term for which Tenant desires to sublet the Proposed Sublet Space, the name of the proposed subtenant or assignee and such other information as Landlord shall reasonably request. 9.4. After receipt of Tenant’s Sublease Proposal Notice, Landlord shall also have the right in its sole and absolute discretion, in addition to Landlord’s rights in Section 9.1, to elect: (a) to consent to the proposed sublease or assignment, (b) to reject the proposed sublease or assignment, or (c) to terminate this Lease with respect to the Proposed Sublet Space. Landlord shall exercise such right by sending Tenant written notice within thirty (30) days after Landlord’s receipt of the Sublease Proposal Notice. If the Proposed Sublet Space does not constitute the entire Premises and Landlord elects to terminate this Lease with respect to the Proposed Sublet Space, then (1) Tenant shall tender the Proposed Sublet Space to Landlord on a date specified in Landlord’s notice (which date shall not be more than sixty (60) days after the date of such notice) as if such specified date had been originally set forth in this Lease as the Lease Expiration Date with respect to the Proposed Sublet Space, and (2) as to all portions of the Premises other than the Proposed Sublet Space, this Lease shall remain in full force and effect except that the additional rent payable pursuant to ARTICLE III and the Fixed Minimum Rent payable pursuant to ARTICLE III shall be reduced pro rata. If the Proposed Sublet Space constitutes the entire Premises and Landlord elects to terminate this Lease, then (1) Tenant shall tender the Premises to Landlord on a date specified in Landlord’s notice (which date shall not be more than sixty (60) days after the date of such notice), and (2) the Term shall terminate on such specified date. Notwithstanding anything to the contrary in the foregoing provisions of this Section 9.4, Landlord shall not have the right to terminate this Lease with respect to the Proposed Sublet Space in the event Tenant proposes to assign this Lease to a corporation or other business entity Tenant is merged or consolidated into or to which substantially all of Tenant’s assets may be transferred, provided such successor entity has assumed in writing all of the obligations and liabilities of Tenant under this Lease. 9.5. In the event Landlord does not exercise its rights to sublet the Proposed Sublet Space from Tenant or to terminate this Lease with respect thereto, Tenant shall be entitled to seek Landlord’s consent to an acceptable assignee or subtenant for the Proposed Sublet Space, for a sublease term no longer than that set forth in the Sublease Proposal Notice, such consent shall be in Landlord’s absolute sole discretion. Such consent or permission pursuant to Section 9.1 may be withheld if (a) the subtenant or assignee is of a character or engaged in a business which is not in keeping with the standards of Landlord for the Shopping Center, (b) Tenant is in Event of Default under this Lease, (c) the Proposed Sublet Space is not regular in shape with appropriate means of ingress and egress and suitable for normal renting purposes, (d) in the reasonable judgment of Landlord, the assignee or sublessee does not have the financial capacity or experience to undertake the obligations of this Lease or the sublease, (e) such a sublease or assignment would violate any term or condition of any covenant or agreement of Landlord involving the Shopping Center, or any other tenant lease within the Shopping Center or (f) any other reason in Landlord’s absolute sole discretion. In the event the assignment or sublease for the assignee or subtenant designated in Tenant’s Sublease Proposal Notice (which assignment/sublease and assignee/subtenant are acceptable to and approved by Landlord) has not been executed by Tenant within one hundred fifty (150) days from the date of Tenant’s Sublease Proposal Notice, Tenant shall not be entitled to enter into such assignment or sublease without first submitting a new Sublease Proposal Notice to Landlord and affording Landlord an opportunity to exercise its rights as set forth in Section 9.4, including its subletting or termination rights. 9.6. If any sublease, assignment or other transfer (whether by operation of law or otherwise and whether consented to or not) provides that the subtenant, assignee or other transferee is to pay any amount in excess of the rent and other charges due under this Lease (except rent or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the Premises by Tenant for the subtenant or assignee, and other reasonable expenses incident to the subletting or assignment, including standard leasing commissions), then whether such excess is in the form of an increased monthly or annual rent, a lump sum payment, payment for the sale, transfer or lease of Tenant’s fixtures, leasehold improvements, furniture and other personal property, or any other form (and if the subleased or assigned space does not constitute the entire Premises, the existence of such excess shall be determined on a pro rata basis), then Tenant, after all expenses associated with subleasing the Premises are deducted; including but not limited to reasonable attorneys’ fees, brokerage fees, marketing expenses, processing fees, shall pay to Landlord fifty percent (50%) of any such excess as additional rent upon such terms as shall be specified by Landlord and in no event later than ten (10) days after Tenant’s receipt thereof. Tenant expressly waives any right that it might have to retain such fifty percent (50%) of the excess pursuant to the provisions of section 365(f) of the Bankruptcy Code. Landlord shall have the right to inspect and audit Tenant’s books and records relating to any sublease, assignment or other transfer. Any sublease, assignment or other transfer shall be affected on a form approved by Landlord. 9.7. Any sublease or assignment shall require Tenant and Sublessee/Assignee to execute Landlord’s standard consent to Sublease or Consent to Assignment document.
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ASSIGNMENT & SUBLETTING. 9.1. Tenant shall not assign assign, sell, mortgage, pledge, or in any manner, voluntarily or involuntarily, transfer or permit the transfer of this Lease or any of Tenant’s rights or obligations hereunderinterest therein, or sublet or permit anyone to occupy the Premises or any part thereof, parts thereof without the Landlord's prior written consent of Landlord consent, which may be withheld in Landlord’s absolute 's sole discretion, except as otherwise provided herein. No assignment A transfer or transfer change in the ownership of this Lease may any shares of Tenant's outstanding common stock or, a change in the composition of any non-corporate Tenant shall, unless such stock is publicly traded, be effected deemed an assignment. Consent by operation of law Landlord to an assignment, subletting, concession or otherwise without Landlord’s prior written consent. The license shall not be construed to relieve Tenant from obtaining the express consent of Landlord to any further assignment or subletting subletting, nor shall not be construed as a waiver or release of Tenant from liability for the performance of all covenants and obligations to be performed by Tenant under this Lease. The transfer, whether a single transfer or multiple transfers, of fifty percent (50%) or more of the ownership interests of Tenant within a twelve (12) month period shall be deemed equivalent to an assignment or subletting requiring consent of Landlord. Any attempted assignment or subletting made without Landlord’s consent shall, at the option of Landlord, be deemed an Event of Default under this Lease. Landlord’s acceptance or collection of rent Rent by Landlord from any assignee, subtenant or other occupant shall not be construed (a) as deemed a consent to waiver of this covenant or an acceptance of such assignee, the assignee or subtenant as Tenant or occupant as a tenant, (b) as a waiver by Landlord of any provision hereof, (c) as a waiver or release of Tenant from liability the covenants in this Lease on Tenant's part to be performed. Tenant and any assignee or subtenant shall be jointly and severally liable for the performance of any obligation to be performed under this Lease by Tenant, or (d) as relieving Tenant or any assignee, subtenant or occupant from the obligation of obtaining Landlord’s prior written consent to any subsequent assignment, subletting or occupancy. Tenant hereby assigns to Landlord any rent due from any assignee, subtenant or occupant of Tenant as security for Tenant’s performance of its obligations pursuant to this Lease; provided, however, that Tenant shall have the right to collect such rent as long as Tenant is not in Event of Default under the terms of this Lease. Tenant authorizes each such assignee, subtenant or occupant to pay such rent directly to Landlord if such assignee, subtenant or occupant receives written notice from Landlord specifying that such rent shall be paid directly to Landlord. In the event of Event of Default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. Landlord may consent to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and such action shall not relieve Tenant of liability If under this Lease. Tenant shall not mortgage this Lease without Landlord’s consent, which consent may be granted or withheld in Landlord’s reasonable discretion. All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. Tenant shall pay to Landlord a Seven Hundred Fifty and 00/100 Dollar ($750.00) processing fee as well as expenses (including reasonable attorneys’ fees) incurred by Landlord in connection with Tenant’s request for Landlord to give its consent to any assignment, subletting, occupancy or mortgage, whether or not Landlord consents thereto.
9.2. Notwithstanding anything herein to the contrary, Tenant shall have the right, without Landlord’s consent, but upon prior written notice to Landlord to assign this Lease to (i) any parent, subsidiary or affiliate of Tenant, (ii) an entity which is the result of a consolidation, merger or other reorganization of Tenant, (iii) an entity acquiring all or substantially all of the stock or assets of Tenant; (iv) a capital stock institution which is the result of the conversion from a mutual institution to a capital stock institution and the sale or transfer of stock associated therewith, provided that as a result of such conversion the former holders of the mutual institution become the beneficial owners of the capital stock institution in the same pro-rata ownership (collectively, “Permitted Transferee”), provided such Permitted Transferee has a net worth and creditworthiness which are at least equal to or greater than those of Tenant on the date of execution of this Lease and provided that such Permitted Transferee assumes, in full, the obligations of Tenant under this Lease, and such assignment shall not relieve Tenant of its obligations hereunder.
9.3. If at any time Tenant intends to assign, sublet or otherwise transfer all or part of the Premises or this Lease, then Tenant shall give written notice to Landlord (“Sublease Proposal Notice”) of the area proposed to be assigned or sublet (the “Proposed Sublet Space”) and the term for which Tenant desires to sublet the Proposed Sublet Space, the name of the proposed subtenant or assignee and such other information as Landlord shall reasonably request.
9.4. After receipt of Tenant’s Sublease Proposal Notice, Landlord shall also have the right in its sole and absolute discretion, in addition to Landlord’s rights in Section 9.1, to elect: (a) to consent to the proposed sublease or assignment, (b) to reject the proposed sublease or assignment, or (c) to terminate this Lease with respect to the Proposed Sublet Space. Landlord shall exercise such right by sending Tenant written notice within thirty (30) days after Landlord’s receipt of the Sublease Proposal Notice. If the Proposed Sublet Space does not constitute the entire Premises and Landlord elects to terminate this Lease with respect to the Proposed Sublet Space, then (1) Tenant shall tender the Proposed Sublet Space to Landlord on a date specified in Landlord’s notice (which date shall not be more than sixty (60) days after the date of such notice) as if such specified date had been originally set forth in this Lease as the Lease Expiration Date with respect to the Proposed Sublet Space, and (2) as to all portions of the Premises other than the Proposed Sublet Space, this Lease shall remain in full force and effect except that the additional rent payable pursuant to ARTICLE III and the Fixed Minimum Rent payable pursuant to ARTICLE III shall be reduced pro rata. If the Proposed Sublet Space constitutes the entire Premises and Landlord elects to terminate this Lease, then (1) Tenant shall tender the Premises to Landlord on a date specified in Landlord’s notice (which date shall not be more than sixty (60) days after the date of such notice), and (2) the Term shall terminate on such specified date. Notwithstanding anything to the contrary in the foregoing provisions of this Section 9.4, Landlord shall not have the right to terminate this Lease with respect to the Proposed Sublet Space in the event Tenant proposes to assign this Lease to a corporation or other business entity Tenant is merged or consolidated into or to which substantially all of Tenant’s assets may be transferred, provided such successor entity has assumed in writing all of the obligations and liabilities of Tenant under this Lease.
9.5. In the event Landlord does not exercise its rights to sublet the Proposed Sublet Space from Tenant or to terminate this Lease with respect thereto, Tenant shall be entitled to seek Landlord’s consent to an acceptable assignee or subtenant for the Proposed Sublet Space, for a sublease term no longer than that set forth in the Sublease Proposal Notice, such consent shall be in Landlord’s absolute sole discretion. Such consent or permission pursuant to Section 9.1 may be withheld if (a) the subtenant or assignee is of a character or engaged in a business which is not in keeping with the standards of Landlord for the Shopping Center, (b) Tenant is in Event of Default under this Lease, (c) the Proposed Sublet Space is not regular in shape with appropriate means of ingress and egress and suitable for normal renting purposes, (d) in the reasonable judgment of Landlord, the assignee or sublessee does not have the financial capacity or experience to undertake the obligations of this Lease or the sublease, (e) such a sublease or assignment would violate any term or condition of any covenant or agreement of Landlord involving the Shopping Center, or any other tenant lease within the Shopping Center or (f) any other reason in Landlord’s absolute sole discretion. In the event the assignment or sublease for consented to by Landlord the assignee rent, additional rent, other charges, and/or consideration, money or subtenant designated thing of value payable thereunder or payable in Tenant’s Sublease Proposal Notice (which assignment/sublease and assignee/subtenant are acceptable to and approved by Landlord) has not been executed by Tenant within one hundred fifty (150) days from connection with the date of Tenant’s Sublease Proposal Noticetransaction exceed the Rent provided in this Lease, Tenant or, at Landlord's option, the sublessee or assignee shall not be entitled to enter into such assignment or sublease without first submitting a new Sublease Proposal Notice to Landlord and affording Landlord an opportunity to exercise its rights as set forth in Section 9.4, including its subletting or termination rights.
9.6. If any sublease, assignment or other transfer (whether by operation of law or otherwise and whether consented to or not) provides that the subtenant, assignee or other transferee is to pay any amount in said excess of the rent and other charges due under this Lease (except rent or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the Premises by Tenant for the subtenant or assignee, and other reasonable expenses incident to the subletting or assignment, including standard leasing commissions), then whether such excess is in the form of an increased monthly or annual rent, a lump sum payment, payment for the sale, transfer or lease of Tenant’s fixtures, leasehold improvements, furniture and other personal property, or any other form (and if the subleased or assigned space does not constitute the entire Premises, the existence of such excess shall be determined on a pro rata basis), then Tenant, after all expenses associated with subleasing the Premises are deducted; including but not limited to reasonable attorneys’ fees, brokerage fees, marketing expenses, processing fees, shall pay consideration to Landlord fifty percent (50%) of any such excess as additional rent upon such terms Additional Rent hereunder as shall be specified by Landlord and in no event later than ten (10) days after Tenant’s receipt thereof. Tenant expressly waives any right that it might have to retain such fifty percent (50%) of when the excess pursuant to the provisions of section 365(f) of the Bankruptcy Code. Landlord shall have the right to inspect and audit Tenant’s books and records relating to any sublease, same becomes due under said assignment or other transfer. Any sublease, assignment or other transfer shall be affected on a form approved by Landlord.
9.7. Any sublease or assignment shall require Tenant and Sublessee/Assignee to execute Landlord’s standard consent to Sublease or Consent to Assignment document.
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Samples: Lease Agreement (Lithia Motors Inc)
ASSIGNMENT & SUBLETTING. 9.114.1. Tenant shall not assign assign, transfer, mortgage or encumber this Lease or any of Tenant’s rights or obligations hereunder, or sublet or permit anyone to occupy the Premises or any part thereof, without obtaining the prior written consent of Landlord Landlord, which may shall not be unreasonably withheld in Landlord’s absolute sole discretion. No nor shall any assignment or transfer of this Lease may be effected effectuated by operation of law or otherwise without Landlord’s the prior written consentconsent of Landlord. Consent shall not be unreasonably withheld or delayed; excepting however, Tenant shall not assign this Lease, sublet the Premises, or permit occupancy or use of the Premises or any part thereof by another party or parties, without giving Landlord fifteen (15) days written notice of proposed assignment or proposed subletting of all or any part of the Premises. The consent of by Landlord to any assignment assignment, transfer, or subletting to any party other than Landlord shall not be construed as a waiver or release of Tenant from liability for the performance terms of all covenants and obligations to be performed by Tenant any covenant or obligation under this Lease. The transfer, whether a single transfer nor shall the collection or multiple transfers, of fifty percent (50%) or more of the ownership interests of Tenant within a twelve (12) month period shall be deemed equivalent to an assignment or subletting requiring consent of Landlord. Any attempted assignment or subletting made without Landlord’s consent shall, at the option of Landlord, be deemed an Event of Default under this Lease. Landlord’s acceptance or collection of rent from any such assignee, transferee, subtenant or occupant shall not be construed (a) as a consent to or acceptance of such assignee, subtenant or occupant as a tenant, (b) as a waiver by Landlord of any provision hereof, (c) as constitute a waiver or release of Tenant from liability for any covenant or obligation contained in this Lease, nor shall such assignment or subletting be construed to relieve Tenant from obtaining the performance consent in writing of any obligation to be performed under this Lease by Tenant, or (d) as relieving Tenant or any assignee, subtenant or occupant from the obligation of obtaining Landlord’s prior written consent Landlord to any subsequent assignmentfurther assignment or subletting. In the event that Tenant defaults hereunder, subletting or occupancy. Tenant hereby assigns to Landlord any the rent due from any assignee, subtenant or occupant of Tenant as security for Tenant’s performance of its obligations pursuant to this Lease; provided, however, that Tenant shall have the right to collect such rent as long as Tenant is not in Event of Default under the terms of this Lease. Tenant and hereby authorizes each such assignee, subtenant or occupant to pay such said rent directly to Landlord if such assigneeLandlord.
14.2. Any transfer of a cumulative total of more than twenty-five percent (25%) of any legal and/or beneficial interest in Tenant (regardless of whether Tenant is a corporation, subtenant partnership or occupant receives written notice from Landlord specifying that such rent other entity), after the date hereof, whether to one or more persons or entities, whether at one or more different times, and whether voluntarily, by operation of law, or otherwise, shall be paid directly to Landlorddeemed as assignment of this Lease within the meaning of Article 14.
14.3. In the event of Event of Default by any assignee of Tenant or any successor of Tenant in the performance of any a portion of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. Landlord may consent to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and such action shall not relieve Tenant of liability under this Lease. Tenant shall not mortgage this Lease without Landlord’s consent, which consent may be granted or withheld in Landlord’s reasonable discretion. All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. Tenant shall pay to Landlord a Seven Hundred Fifty and 00/100 Dollar ($750.00) processing fee as well as expenses (including reasonable attorneys’ fees) incurred by Landlord in connection with Tenant’s request for Landlord to give its consent to any assignment, subletting, occupancy or mortgage, whether or not Landlord consents thereto.
9.2. Notwithstanding anything herein to the contraryPremises is subleased, Tenant shall have the rightcontinue to pay Basic Rent as provided in Paragraph 3.01 above, without Landlord’s consent, but upon prior written notice to Landlord to assign this Lease to (i) any parent, subsidiary or affiliate of Tenant, (ii) an entity which is the result of a consolidation, merger or other reorganization of Tenant, (iii) an entity acquiring all or substantially all of the stock or assets of Tenant; (iv) a capital stock institution which is the result of the conversion from a mutual institution to a capital stock institution and the sale or transfer of stock associated therewith, provided that as a result of such conversion the former holders of the mutual institution become the beneficial owners of the capital stock institution in the same pro-rata ownership (collectively, “Permitted Transferee”), provided such Permitted Transferee has a net worth and creditworthiness which are at least equal to or greater than those of Tenant on the date of execution of this Lease and provided that such Permitted Transferee assumesand, in full, the obligations of Tenant under this Lease, and such assignment shall not relieve Tenant of its obligations hereunder.
9.3. If at any time Tenant intends to assign, sublet or otherwise transfer all or part of the Premises or this Lease, then Tenant shall give written notice to Landlord (“Sublease Proposal Notice”) of the area proposed to be assigned or sublet (the “Proposed Sublet Space”) and the term for which Tenant desires to sublet the Proposed Sublet Space, the name of the proposed subtenant or assignee and such other information as Landlord shall reasonably request.
9.4. After receipt of Tenant’s Sublease Proposal Notice, Landlord shall also have the right in its sole and absolute discretion, in addition to Landlord’s rights in Section 9.1, to elect: (a) to consent to the proposed sublease or assignment, (b) to reject the proposed sublease or assignment, or (c) to terminate this Lease with respect to the Proposed Sublet Space. Landlord shall exercise such right by sending Tenant written notice within thirty (30) days after Landlord’s receipt of the Sublease Proposal Notice. If the Proposed Sublet Space does not constitute the entire Premises and Landlord elects to terminate this Lease with respect to the Proposed Sublet Space, then (1) Tenant shall tender the Proposed Sublet Space to Landlord on a date specified in Landlord’s notice (which date shall not be more than sixty (60) days after the date of such notice) as if such specified date had been originally set forth in this Lease as the Lease Expiration Date with respect to the Proposed Sublet Space, and (2) as to all portions of the Premises other than the Proposed Sublet Space, this Lease shall remain in full force and effect except that the additional rent payable pursuant to ARTICLE III and the Fixed Minimum Rent payable pursuant to ARTICLE III shall be reduced pro rata. If the Proposed Sublet Space constitutes the entire Premises and Landlord elects to terminate this Lease, then (1) Tenant shall tender the Premises to Landlord on a date specified in Landlord’s notice (which date shall not be more than sixty (60) days after the date of such notice), and (2) the Term shall terminate on such specified date. Notwithstanding anything to the contrary in the foregoing provisions of this Section 9.4, Landlord shall not have the right to terminate this Lease with respect to the Proposed Sublet Space in the event Tenant proposes to assign this Lease to a corporation or other business entity Tenant is merged or consolidated into or to which substantially all of Tenant’s assets may be transferred, provided such successor entity has assumed in writing all of the obligations and liabilities of Tenant under this Lease.
9.5. In the event Landlord does not exercise its rights to sublet the Proposed Sublet Space from Tenant or to terminate this Lease with respect theretoaddition, Tenant shall be entitled required to seek Landlord’s consent pay to an acceptable assignee or subtenant for Landlord during each month of the Proposed Sublet Space, for a sublease term no longer than that set forth in the Sublease Proposal Notice, such consent shall be in Landlord’s absolute sole discretion. Such consent or permission pursuant to Section 9.1 may be withheld if (a) the subtenant or assignee is of a character or engaged in a business which is not in keeping with the standards of Landlord for the Shopping Center, (b) Tenant is in Event of Default under this Lease, (c) the Proposed Sublet Space is not regular in shape with appropriate means of ingress and egress and suitable for normal renting purposes, (d) in the reasonable judgment of Landlord, the assignee or sublessee does not have the financial capacity or experience to undertake the obligations of this Lease or the sublease, and within five (e) such a sublease or assignment would violate any term or condition of any covenant or agreement of Landlord involving the Shopping Center, or any other tenant lease within the Shopping Center or (f) any other reason in Landlord’s absolute sole discretion. In the event the assignment or sublease for the assignee or subtenant designated in Tenant’s Sublease Proposal Notice (which assignment/sublease and assignee/subtenant are acceptable to and approved by Landlord) has not been executed by Tenant within one hundred fifty (1505) days of receipt of rent from the date of Tenant’s Sublease Proposal Notice, Tenant shall not be entitled to enter into such assignment or sublease without first submitting a new Sublease Proposal Notice to Landlord and affording Landlord an opportunity to exercise its rights as set forth in Section 9.4, including its subletting or termination rights.
9.6. If any sublease, assignment or other transfer (whether by operation of law or otherwise and whether consented to or not) provides that the subtenant, assignee or other transferee is to pay any amount in excess of the rent and other charges due under this Lease (except rent or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the Premises by Tenant for the subtenant or assignee, and other reasonable expenses incident to the subletting or assignment, including standard leasing commissions), then whether such excess is in the form of an increased monthly or annual rent, a lump sum payment, payment for the sale, transfer or lease of Tenant’s fixtures, leasehold improvements, furniture and other personal property, or any other form (and if the subleased or assigned space does not constitute the entire Premises, the existence of such excess shall be determined on a pro rata basis), then Tenant, after all expenses associated with subleasing the Premises are deducted; including but not limited to reasonable attorneys’ fees, brokerage fees, marketing expenses, processing fees, shall pay to Landlord fifty percent (50%) of any such excess as additional rent upon such terms as shall be specified by Landlord and in no event later than ten (10) days after Tenant’s receipt thereof. Tenant expressly waives any right that it might have to retain such fifty percent (50%) of the amount of payable by such subtenant in excess pursuant to the provisions of section 365(f) of the Bankruptcy Code. Landlord shall have amount of Basic Rent payable by Tenant hereunder with respect to that portion of the right to inspect and audit Tenant’s books and records relating to any sublease, assignment or other transfer. Any sublease, assignment or other transfer shall be affected on a form approved by Landlordsublet Premises.
9.7. Any sublease or assignment shall require Tenant and Sublessee/Assignee to execute Landlord’s standard consent to Sublease or Consent to Assignment document.
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ASSIGNMENT & SUBLETTING. 9.1. a. Tenant shall not assign this Lease or any of Tenant’s rights or obligations hereunderLease, or sublet or permit anyone to occupy the Premises Premises, or any part thereof, without the prior written consent of Landlord which may be withheld in Landlord’s absolute sole discretion. No assignment or transfer of this Lease may be effected by operation of law or otherwise without Landlord’s prior written consent. The consent of Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from liability for the performance of all covenants and obligations to be performed by Tenant under this Lease. The transfer, whether a single transfer or multiple transfers, of fifty percent (50%) or more of the ownership interests of Tenant within a twelve (12) month period shall be deemed equivalent to an assignment or subletting requiring consent of Landlord. Any attempted assignment or subletting made without Landlord’s consent shall, at the option of Landlord, be deemed an Event of Default under this Lease. Landlord’s acceptance or collection of rent from any assignee, subtenant or occupant shall not be construed (a) as a consent to or acceptance of such assignee, subtenant or occupant as a tenant, (b) as a waiver by Landlord of any provision hereof, (c) as a waiver or release of Tenant from liability for the performance of any obligation to be performed under this Lease by Tenant, or (d) as relieving Tenant or any assignee, subtenant or occupant from the obligation of obtaining Landlord’s prior written consent which consent shall not be unreasonably withheld, conditioned or delayed. Prior to any subsequent sublease or assignment, subletting or occupancy. Tenant hereby assigns to shall first notify Landlord any rent due from any assignee, subtenant or occupant of Tenant as security for Tenant’s performance in writing of its obligations pursuant election to this Lease; provided, however, that Tenant shall have the right to collect such rent as long as Tenant is not in Event of Default under the terms of this Lease. Tenant authorizes each such assignee, subtenant sublease all or occupant to pay such rent directly to Landlord if such assignee, subtenant or occupant receives written notice from Landlord specifying that such rent shall be paid directly to Landlord. In the event of Event of Default by any assignee of Tenant or any successor of Tenant in the performance of any a portion of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee Premises or successor. Landlord may consent to subsequent assignments or subletting of assign this Lease or amendments any interest thereunder. At any time within FIFTEEN (15) days after service of said notice, Landlord shall notify Tenant that it consents or modifications refuses to this Lease with assignees of Tenant, without notifying Tenant, consent to the sublease or any successor of Tenant, and without obtaining its or their consent thereto and assignment. A failure by Landlord to respond within such action FIFTEEN (15) day period shall not relieve Tenant of liability under this Leasebe deemed to be a consent. Tenant shall not mortgage this Lease without Landlord’s consent, which consent may be granted or withheld in Landlord’s reasonable discretion. All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. Tenant shall pay to Landlord a Seven Hundred Fifty and 00/100 Dollar ($750.00) processing fee as well as expenses (including reasonable attorneys’ fees) incurred by Landlord in connection with released from liability for the Tenant’s request for Landlord to give its consent to Lease obligations upon any assignment, assignment or subletting, occupancy unless Xxxxxxxx expressly agrees to such release in writing at the time of such assignment or mortgage, whether or not Landlord consents theretosubletting.
9.2. Notwithstanding anything herein to the contrary, Tenant shall have the right, without Landlord’s consent, but upon prior written notice to Landlord to assign this Lease to (i) any parent, subsidiary or affiliate of Tenant, (ii) an entity which is the result of a consolidation, merger or other reorganization of Tenant, (iii) an entity acquiring all or substantially all of the stock or assets of Tenant; (iv) a capital stock institution which is the result of the conversion from a mutual institution to a capital stock institution and the sale or transfer of stock associated therewith, provided that as a result of such conversion the former holders of the mutual institution become the beneficial owners of the capital stock institution in the same pro-rata ownership (collectively, “Permitted Transferee”), provided such Permitted Transferee has a net worth and creditworthiness which are at least equal to or greater than those of Tenant on the date of execution of this Lease and provided that such Permitted Transferee assumes, in full, the obligations of Tenant under this Lease, and such assignment shall not relieve Tenant of its obligations hereunder.
9.3. If at any time Tenant intends to assign, sublet or otherwise transfer all or part of the Premises or this Lease, then Tenant shall give written notice to Landlord (“Sublease Proposal Notice”) of the area proposed to be assigned or sublet (the “Proposed Sublet Space”) and the term for which Tenant desires to sublet the Proposed Sublet Space, the name of the proposed subtenant or assignee and such other information as Landlord shall reasonably request.
9.4. After receipt of Tenant’s Sublease Proposal Notice, Landlord shall also have the right in its sole and absolute discretion, in addition to Landlord’s rights in Section 9.1, to elect: (a) to consent to the proposed sublease or assignment, (b) to reject the proposed sublease or assignment, or (c) to terminate this Lease with respect to the Proposed Sublet Space. Landlord shall exercise such right by sending Tenant written notice within thirty (30) days after Landlord’s receipt of the Sublease Proposal Notice. If the Proposed Sublet Space does not constitute the entire Premises and Landlord elects to terminate this Lease with respect to the Proposed Sublet Space, then (1) Tenant shall tender the Proposed Sublet Space to Landlord on a date specified in Landlord’s notice (which date shall not be more than sixty (60) days after the date of such notice) as if such specified date had been originally set forth in this Lease as the Lease Expiration Date with respect to the Proposed Sublet Space, and (2) as to all portions of the Premises other than the Proposed Sublet Space, this Lease shall remain in full force and effect except that the additional rent payable pursuant to ARTICLE III and the Fixed Minimum Rent payable pursuant to ARTICLE III shall be reduced pro rata. If the Proposed Sublet Space constitutes the entire Premises and Landlord elects to terminate this Lease, then (1) Tenant shall tender the Premises to Landlord on a date specified in Landlord’s notice (which date shall not be more than sixty (60) days after the date of such notice), and (2) the Term shall terminate on such specified date. Notwithstanding anything to the contrary in the foregoing provisions of this Section 9.4, b. Landlord shall not have the right to terminate this Lease recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a commercially reasonable basis for such denial. Tenant and Landlord shall equally share in any net profits paid in connection with respect to the Proposed Sublet Space in the event Tenant proposes to assign this Lease to a corporation or other business entity Tenant is merged or consolidated into or to which substantially all of Tenant’s assets may be transferred, provided such successor entity has assumed in writing all of the obligations and liabilities of Tenant under this Lease.
9.5. In the event Landlord does not exercise its rights to sublet the Proposed Sublet Space from Tenant or to terminate this Lease with respect thereto, Tenant shall be entitled to seek Landlord’s consent to an acceptable assignee or subtenant for the Proposed Sublet Space, for a sublease term no longer than that set forth in the Sublease Proposal Notice, such consent shall be in Landlord’s absolute sole discretion. Such consent or permission pursuant to Section 9.1 may be withheld if (a) the subtenant or assignee is of a character or engaged in a business which is not in keeping with the standards of Landlord for the Shopping Center, (b) Tenant is in Event of Default under this Lease, (c) the Proposed Sublet Space is not regular in shape with appropriate means of ingress and egress and suitable for normal renting purposes, (d) in the reasonable judgment of Landlord, the assignee or sublessee does not have the financial capacity or experience to undertake the obligations of this Lease or the sublease, (e) such a sublease or assignment would violate any term or condition in excess of any covenant or agreement Xxxxxx’s Rent obligations hereunder.
c. Notwithstanding the foregoing, no consent of Landlord involving the Shopping Center, is required for Tenant to assign or any other tenant lease within the Shopping Center or (f) any other reason in Landlord’s absolute sole discretion. In the event the assignment or sublease for the assignee or subtenant designated in Tenant’s Sublease Proposal Notice (which assignment/sublease and assignee/subtenant are acceptable to and approved by Landlord) has not been executed by Tenant within one hundred fifty (150) days from the date of Tenant’s Sublease Proposal Notice, Tenant shall not be entitled to enter into such assignment or sublease without first submitting a new Sublease Proposal Notice to Landlord and affording Landlord an opportunity to exercise its rights as set forth in Section 9.4, including its subletting or termination rights.
9.6. If any sublease, assignment or other otherwise transfer (whether by operation of law or otherwise and whether consented to otherwise) this Lease or notany of its rights hereunder to: (a) provides that the subtenantany person, assignee corporation, partnership or other transferee is to pay any amount in excess entity which acquires all or substantially all of the rent and other charges due under this Lease business or assets of Tenant or stock in Tenant; (except rent b) any person, corporation, partnership or other payments received entity which are attributable to the amortization of the cost of leasehold improvements made to the sublet controls, is controlled by or assigned portion of the Premises by Tenant for the subtenant is under common control with Tenant; (c) any successor corporation or assigneeother entity resulting from a merger, and consolidation or reorganization (other reasonable expenses incident to the subletting or assignment, including standard leasing commissions), then whether such excess is than in the form of an increased monthly or annual rent, a lump sum payment, payment for the sale, transfer or lease bankruptcy context) of Tenant’s fixtures, leasehold improvements, furniture and other personal property, ; or (d) any other form (and if the subleased licensees or assigned space does not constitute the entire Premises, the existence franchisees. Tenant shall give Landlord written notice of such excess shall be determined on assignment or sublease to a pro rata basis), then Tenant, after all expenses associated with subleasing the Premises are deducted; including but not limited to reasonable attorneys’ fees, brokerage fees, marketing expenses, processing fees, shall pay to Landlord fifty percent permitted transferee within thirty (50%) of any such excess as additional rent upon such terms as shall be specified by Landlord and in no event later than ten (1030) days after Tenant’s receipt thereof. Tenant expressly waives any right that it might have to retain of its completion.
d. No such fifty percent (50%) of the excess pursuant to the provisions of section 365(f) of the Bankruptcy Code. Landlord shall have the right to inspect and audit Tenant’s books and records relating to any sublease, assignment or other transfer, in whole or in part, of any Tenant’s rights or obligations under this Lease shall be or operate as a release of Tenant hereunder and Tenant shall remain responsible for performing Tenant’s obligations hereunder should Tenant’s assignee or transferee fail to perform any such obligations, unless specifically provided otherwise by Landlord in writing. Any subleasesuch assignee or sublessee shall (1) be permitted to use the Premises for any lawful use in compliance with applicable Laws, assignment to the extent such use does not conflict with any prohibited uses or other transfer shall tenant exclusives then in effect at the Project, and (2) be affected on a form approved by Landlordpermitted to exercise Tenant’s renewal options under this Lease.
9.7. Any sublease or assignment shall require Tenant and Sublessee/Assignee to execute Landlord’s standard consent to Sublease or Consent to Assignment document.
Appears in 1 contract
Samples: Lease Agreement (Kamada LTD)
ASSIGNMENT & SUBLETTING. 9.1. Except as expressly provided herein, Tenant shall not assign this Lease or sublet any portion of Tenant’s rights or obligations hereunder, or sublet or permit anyone to occupy the Premises or any part thereof, without the prior written consent of Landlord Landlord, which may be withheld in Landlord’s absolute sole discretion. No assignment or transfer of this Lease may be effected by operation of law or otherwise without Landlord’s prior written consent. The consent of Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from liability for the performance of all covenants and obligations to be performed by Tenant under this Lease. The transfer, whether a single transfer or multiple transfers, of fifty percent (50%) or more of the ownership interests of Tenant within a twelve (12) month period shall be deemed equivalent to an assignment or subletting requiring consent of Landlord. Any attempted assignment or subletting made without Landlord’s consent shall, at the option of Landlord, be deemed an Event of Default under this Lease. Landlord’s acceptance or collection of rent from any assignee, subtenant or occupant shall not be construed (a) as a consent to or acceptance of such assignee, subtenant or occupant as a tenant, (b) as a waiver by Landlord of any provision hereof, (c) as a waiver or release of Tenant from liability for the performance of any obligation to be performed under this Lease by Tenant, or (d) as relieving Tenant or any assignee, subtenant or occupant from the obligation of obtaining Landlord’s prior written consent to any subsequent assignment, subletting or occupancyunreasonably withheld. Tenant hereby assigns agrees to provide Landlord any rent due from any assignee, subtenant or occupant of Tenant as security for Tenant’s performance of its obligations pursuant to this Lease; provided, however, that Tenant shall have the right to collect such rent as long as Tenant is not in Event of Default under the terms of this Lease. Tenant authorizes each such assignee, subtenant or occupant to pay such rent directly to Landlord if such assignee, subtenant or occupant receives written notice from Landlord specifying that such rent shall be paid directly to Landlord. In the event of Event of Default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. Landlord may consent to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and such action shall not relieve Tenant of liability under this Lease. Tenant shall not mortgage this Lease without Landlord’s consent, which consent may be granted or withheld in Landlord’s reasonable discretion. All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. Tenant shall pay to Landlord a Seven Hundred Fifty and 00/100 Dollar ($750.00) processing fee as well as expenses (including reasonable attorneys’ fees) incurred by Landlord in connection with Tenant’s request for Landlord to give its consent to any assignment, subletting, occupancy or mortgage, whether or not Landlord consents thereto.
9.2. Notwithstanding anything herein to the contrary, Tenant shall have the right, without Landlord’s consent, but upon prior written notice to Landlord to assign this Lease to (i) any parent, subsidiary or affiliate of Tenant, (ii) an entity which is the result of a consolidation, merger or other reorganization of Tenant, (iii) an entity acquiring all or substantially all of the stock or assets of Tenant; (iv) a capital stock institution which is the result of the conversion from a mutual institution to a capital stock institution and the sale or transfer of stock associated therewith, provided that as a result of such conversion the former holders of the mutual institution become the beneficial owners of the capital stock institution in the same pro-rata ownership (collectively, “Permitted Transferee”), provided such Permitted Transferee has a net worth and creditworthiness which are at least equal to or greater than those of Tenant information on the date of execution of this Lease and provided that such Permitted Transferee assumes, in full, the obligations of Tenant under this Lease, and such assignment shall not relieve Tenant of its obligations hereunder.
9.3. If at any time Tenant intends to assign, sublet or otherwise transfer all or part of the Premises or this Lease, then Tenant shall give written notice to Landlord (“Sublease Proposal Notice”) of the area proposed to be assigned or sublet (the “Proposed Sublet Space”) and the term for which Tenant desires to sublet the Proposed Sublet Space, the name of the proposed subtenant or assignee requested by Landlord and such other information as the terms upon which the intended subtenancy or assignment is proposed. If Tenant wishes to sublet or assign the Lease and the remaining balance of the term is less than *CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. two years, then Landlord shall reasonably request.
9.4. After receipt may terminate the Lease and recapture the space by giving written notice to Tenant within 30 days of Tenant’s Sublease Proposal Notice's request to sublet or assign, Landlord shall also have the right in its sole and absolute discretion, in addition except for assignments related to Landlord’s rights in Section 9.1, to elect: (a) to consent to the proposed sublease a merger or assignment, (b) to reject the proposed sublease or assignmentacquisition, or (c) a sublease to a related entity. Any assignment or subletting without Landlord's written consent shall be void, and Landlord may, at its option, terminate this Lease on such account. If; with Landlord's consent, Tenant assigns any interest in this Lease or sublets all or any portion of the Premises, any excess of the amounts received by Tenant for such assigned or sublet space over the amounts payable by Tenant hereunder with respect to the Proposed Sublet Space. Landlord shall exercise such right by sending Tenant written notice within thirty (30) days after Landlord’s receipt of the Sublease Proposal Notice. If the Proposed Sublet Space does not constitute the entire Premises and Landlord elects to terminate this Lease with respect to the Proposed Sublet Space, then (1) Tenant shall tender the Proposed Sublet Space to Landlord on a date specified in Landlord’s notice (which date shall not be more than sixty (60) days after the date of such notice) as if such specified date had been originally set forth in this Lease as the Lease Expiration Date with respect to the Proposed Sublet Space, and (2) as to all portions of the Premises other than the Proposed Sublet Space, this Lease shall remain in full force and effect except that the additional rent payable pursuant to ARTICLE III and the Fixed Minimum Rent payable pursuant to ARTICLE III space shall be reduced pro rata. If the Proposed Sublet Space constitutes the entire Premises and Landlord elects to terminate this Lease, then (1) Tenant shall tender the Premises to Landlord on a date specified in Landlord’s notice (which date shall not be more than sixty (60) days after the date of such notice), and (2) the Term shall terminate on such specified date. Notwithstanding anything to the contrary in the foregoing provisions of this Section 9.4, Landlord shall not have the right to terminate this Lease with respect to the Proposed Sublet Space in the event Tenant proposes to assign this Lease to a corporation or other business entity Tenant is merged or consolidated into or to which substantially all of Tenant’s assets may be transferred, provided such successor entity has assumed in writing all of the obligations and liabilities of Tenant under this Lease.
9.5. In the event Landlord does not exercise its rights to sublet the Proposed Sublet Space from Tenant or to terminate this Lease with respect thereto, Tenant shall be entitled to seek Landlord’s consent to an acceptable assignee or subtenant for the Proposed Sublet Space, for a sublease term no longer than that set forth in the Sublease Proposal Notice, such consent shall be in Landlord’s absolute sole discretion. Such consent or permission pursuant to Section 9.1 may be withheld if (a) the subtenant or assignee is of a character or engaged in a business which is not in keeping with the standards of Landlord for the Shopping Center, (b) Tenant is in Event of Default under this Lease, (c) the Proposed Sublet Space is not regular in shape with appropriate means of ingress and egress and suitable for normal renting purposes, (d) in the reasonable judgment of Landlord, the assignee or sublessee does not have the financial capacity or experience to undertake the obligations of this Lease or the sublease, (e) such a sublease or assignment would violate any term or condition of any covenant or agreement of Landlord involving the Shopping Center, or any other tenant lease within the Shopping Center or (f) any other reason in Landlord’s absolute sole discretion. In the event the assignment or sublease for the assignee or subtenant designated in Tenant’s Sublease Proposal Notice (which assignment/sublease and assignee/subtenant are acceptable to and approved by Landlord) has not been executed shared equally by Tenant within one hundred fifty (150) days from the date of Tenant’s Sublease Proposal Notice, Tenant shall not be entitled to enter into such assignment or sublease without first submitting a new Sublease Proposal Notice to Landlord and affording Landlord an opportunity to exercise its rights as set forth in Section 9.4, including its subletting or termination rights.
9.6. If any sublease, assignment or other transfer (whether by operation of law or otherwise and whether consented to or not) provides that the subtenant, assignee or other transferee is to pay any amount in excess of the rent and other charges due under this Lease (except rent or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the Premises by Tenant for the subtenant or assignee, and other reasonable expenses incident to the subletting or assignment, including standard leasing commissions), then whether such excess is in the form of an increased monthly or annual rent, a lump sum payment, payment for the sale, transfer or lease of Tenant’s fixtures, leasehold improvements, furniture and other personal property, or any other form (and if the subleased or assigned space does not constitute the entire Premises, the existence of such excess shall be determined on a pro rata basis), then Tenant, after all expenses associated with subleasing the Premises are deducted; including but not limited to reasonable attorneys’ fees, brokerage fees, marketing expenses, processing fees, shall pay to Landlord fifty percent (50%) of any such excess as additional rent upon such terms as shall be specified by Landlord and in no event later than ten (10) days after Tenant’s receipt thereof. Tenant expressly waives any right that it might have to retain such fifty percent (50%) of the excess pursuant to the provisions of section 365(f) of the Bankruptcy Code. Landlord shall have the right to inspect and audit Tenant’s books and records relating to any sublease, assignment or other transfer. Any sublease, assignment or other transfer shall be affected on a form approved by Landlord.
9.7. Any sublease or assignment shall require Tenant and Sublessee/Assignee to execute Landlord’s standard consent to Sublease or Consent to Assignment document.
Appears in 1 contract
ASSIGNMENT & SUBLETTING. 9.1. Tenant shall not assign sublet, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any of Tenant’s rights interest herein or obligations hereunderany portion hereof, or sublet permit or permit anyone suffer any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the Premises Premises, or any part portion thereof, without the prior written consent of Landlord which may be withheld in Landlord’s absolute sole discretion. No assignment or transfer of Permission is, however, granted Tenant to assign this Lease may be effected by operation and/or to sublet the Premises, or any part thereof, to any subsidiary, parent or affiliate of law Tenant, or otherwise without Landlord’s prior any entity to which Tenant sells its stock or assets or with which Tenant merges or joins, or any entity to which Tenant converts, upon giving Landlord written consentnotice. The consent In the event of Landlord to any assignment or subletting subletting, Tenant shall remain the principal obligor under all covenants of this Lease, and by accepting any assignment or subletting, an assignee or subtenant shall become bound by and shall perform and shall become entitled to the benefit of all of the conditions and covenants by which Tenant is bound. A consent to any such assignment, subletting, occupation or use by any other entity shall not be construed as a waiver or release of Tenant from liability for the performance of all covenants and obligations deemed to be performed by Tenant under this Lease. The transfer, whether a single transfer or multiple transfers, of fifty percent (50%) or more of the ownership interests of Tenant within a twelve (12) month period shall be deemed equivalent to an assignment or subletting requiring consent of Landlord. Any attempted assignment or subletting made without Landlord’s consent shall, at the option of Landlord, be deemed an Event of Default under this Lease. Landlord’s acceptance or collection of rent from any assignee, subtenant or occupant shall not be construed (a) as a consent to or acceptance of such assignee, subtenant or occupant as a tenant, (b) as a waiver by Landlord of any provision hereof, (c) as a waiver or release of Tenant from liability for the performance of any obligation to be performed under this Lease by Tenant, or (d) as relieving Tenant or any assignee, subtenant or occupant from the obligation of obtaining Landlord’s prior written consent to any subsequent assignment, subletting subletting, occupation or occupancyuse by another entity. Tenant hereby assigns to Landlord any rent due from any assignee, subtenant or occupant of Tenant as security for Tenant’s performance of its obligations pursuant to this Lease; provided, however, that Tenant shall have the right to collect such rent as long as Tenant is not in Event of Default under the terms of this Lease. Tenant authorizes each such assignee, subtenant or occupant to pay such rent directly to Landlord if such assignee, subtenant or occupant receives written notice from Landlord specifying that such rent shall be paid directly to Landlord. In the event of Event of Default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. Landlord may consent to subsequent assignments Any assignment or subletting of this Lease or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and such action shall not relieve Tenant of liability under this Lease. Tenant shall not mortgage this Lease without Landlord’s consent, which consent may be granted or withheld the Premises in Landlord’s reasonable discretion. All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. Tenant shall pay to Landlord a Seven Hundred Fifty and 00/100 Dollar ($750.00) processing fee as well as expenses (including reasonable attorneys’ fees) incurred by Landlord in connection with Tenant’s request for Landlord to give its consent to any assignment, subletting, occupancy or mortgage, whether or not Landlord consents thereto.
9.2. Notwithstanding anything herein to the contrary, Tenant shall have the right, without Landlord’s consent, but upon prior written notice to Landlord to assign this Lease to (i) any parent, subsidiary or affiliate of Tenant, (ii) an entity which is the result of a consolidation, merger or other reorganization of Tenant, (iii) an entity acquiring all or substantially all violation of the stock or assets of Tenant; (iv) a capital stock institution which is the result of the conversion from a mutual institution to a capital stock institution and the sale or transfer of stock associated therewith, provided that as a result of such conversion the former holders of the mutual institution become the beneficial owners of the capital stock institution in the same pro-rata ownership (collectively, “Permitted Transferee”), provided such Permitted Transferee has a net worth and creditworthiness which are at least equal to or greater than those of Tenant on the date of execution of this Lease and provided that such Permitted Transferee assumes, in full, the obligations of Tenant under this Lease, and such assignment shall not relieve Tenant of its obligations hereunder.
9.3. If at any time Tenant intends to assign, sublet or otherwise transfer all or part of the Premises or this Lease, then Tenant shall give written notice to Landlord (“Sublease Proposal Notice”) of the area proposed to be assigned or sublet (the “Proposed Sublet Space”) and the term for which Tenant desires to sublet the Proposed Sublet Space, the name of the proposed subtenant or assignee and such other information as Landlord shall reasonably request.
9.4. After receipt of Tenant’s Sublease Proposal Notice, Landlord shall also have the right in its sole and absolute discretion, in addition to Landlord’s rights in Section 9.1, to elect: (a) to consent to the proposed sublease or assignment, (b) to reject the proposed sublease or assignment, or (c) to terminate this Lease with respect to the Proposed Sublet Space. Landlord shall exercise such right by sending Tenant written notice within thirty (30) days after Landlord’s receipt of the Sublease Proposal Notice. If the Proposed Sublet Space does not constitute the entire Premises and Landlord elects to terminate this Lease with respect to the Proposed Sublet Space, then (1) Tenant shall tender the Proposed Sublet Space to Landlord on a date specified in Landlord’s notice (which date shall not be more than sixty (60) days after the date of such notice) as if such specified date had been originally set forth in this Lease as the Lease Expiration Date with respect to the Proposed Sublet Space, and (2) as to all portions of the Premises other than the Proposed Sublet Space, this Lease shall remain in full force and effect except that the additional rent payable pursuant to ARTICLE III and the Fixed Minimum Rent payable pursuant to ARTICLE III shall be reduced pro rata. If the Proposed Sublet Space constitutes the entire Premises and Landlord elects to terminate this Lease, then (1) Tenant shall tender the Premises to Landlord on a date specified in Landlord’s notice (which date shall not be more than sixty (60) days after the date of such notice), and (2) the Term shall terminate on such specified date. Notwithstanding anything to the contrary in the foregoing provisions of this Section 9.4, section shall be void. Any subletting or assignment consented to by Landlord shall not have the right to terminate this Lease with respect to the Proposed Sublet Space in the event Tenant proposes to assign this Lease to a corporation or other business entity Tenant is merged or consolidated into or to which substantially all of Tenant’s assets may be transferred, provided such successor entity has assumed evidenced only in writing all of the obligations and liabilities of Tenant under this Lease.
9.5. In the event Landlord does not exercise its rights to sublet the Proposed Sublet Space from Tenant or to terminate this Lease with respect thereto, Tenant shall be entitled to seek Landlord’s consent to an in form reasonably acceptable assignee or subtenant for the Proposed Sublet Space, for a sublease term no longer than that set forth in the Sublease Proposal Notice, such consent shall be in Landlord’s absolute sole discretion. Such consent or permission pursuant to Section 9.1 may be withheld if (a) the subtenant or assignee is of a character or engaged in a business which is not in keeping with the standards of Landlord for the Shopping Center, (b) Tenant is in Event of Default under this Lease, (c) the Proposed Sublet Space is not regular in shape with appropriate means of ingress and egress and suitable for normal renting purposes, (d) in the reasonable judgment of Landlord, the assignee or sublessee does not have the financial capacity or experience to undertake the obligations of this Lease or the sublease, (e) such a sublease or assignment would violate any term or condition of any covenant or agreement of Landlord involving the Shopping Center, or any other tenant lease within the Shopping Center or (f) any other reason in Landlord’s absolute sole discretion. In the event the assignment or sublease for the assignee or subtenant designated in Tenant’s Sublease Proposal Notice (which assignment/sublease and assignee/subtenant are acceptable to and approved by Landlord) has not been executed by Tenant within one hundred fifty (150) days from the date of Tenant’s Sublease Proposal Notice, Tenant shall not be entitled to enter into such assignment or sublease without first submitting a new Sublease Proposal Notice to Landlord and affording Tenant. Landlord an opportunity acknowledges and consents to exercise its rights as set forth in Section 9.4, including its Tenant subletting or termination rights.
9.6. If any sublease, assignment or other transfer (whether by operation of law or otherwise and whether consented to or not) provides that the subtenant, assignee or other transferee is to pay any amount in excess of the rent and other charges due under this Lease (except rent or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned a portion of the Premises by Tenant for the subtenant or assigneeto DNS Publishing, and other reasonable expenses incident to the subletting or assignment, including standard leasing commissions), then whether such excess is in the form of an increased monthly or annual rentInc., a lump sum paymentMissouri corporation. b. Landlord shall not sell or otherwise transfer the building or the parking areas, payment for or any part thereof or interest therein, nor assign this Lease, unless, simultaneous with the closing of the sale, transfer or lease assignment, (i) the buyer, transferee, assignee or other recipient of Tenant’s fixturesLandlord's interest (collectively, leasehold improvementsan "ASSIGNEE") agrees in writing with Landlord and Tenant at the time of the transaction (1) to assume this Lease, furniture (2) to perform all of Landlord's obligations under this Lease and (3) acknowledges receipt of the Security Deposit and that the Assignee and Tenant are contractually bound to each other personal propertyunder this Lease and (ii), or any other form promptly after closing the transaction, Landlord gives Tenant a copy of the Assignee assumption agreement that contains all parties' original signatures and the Assignee's name and its contact person, address and phone number (and if the subleased or assigned space does not constitute the entire Premisescollectively, the existence of such excess shall be determined on a pro rata basis"ASSIGNEE ASSUMPTION AGREEMENT"), then Tenant, after all expenses associated with subleasing the Premises are deducted; including but not limited to reasonable attorneys’ fees, brokerage fees, marketing expenses, processing fees, shall pay to Landlord fifty percent (50%) of any such excess as additional rent upon such terms as shall be specified by Landlord and in no event later than ten (10) days after Tenant’s receipt thereof. Tenant expressly waives will not have any right that it might have obligation to retain such fifty percent (50%) of the excess pursuant to the provisions of section 365(f) of the Bankruptcy Code. Landlord shall have the right to inspect and audit Tenant’s books and records relating to any subleasepay Base Rent, assignment Additional Rent or other transfer. Any sublease, assignment or other transfer shall be affected on a form approved by Landlordpayments to an Assignee until the monthly installment of Base Rent that first becomes due after Tenant is given the Assignee Assumption Agreement.
9.7. Any sublease or assignment shall require Tenant and Sublessee/Assignee to execute Landlord’s standard consent to Sublease or Consent to Assignment document.
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ASSIGNMENT & SUBLETTING. 9.1The identity and financial position of the Tenant is a material consideration of Landlord entering into this Lease. Tenant shall not not, directly or indirectly, assign or sublet under this Lease or any of Tenant’s rights or obligations hereunder, or sublet or permit anyone to occupy the Premises or any part thereof, nor permit all or any part of the Premises to be used or occupied by another, without first obtaining the prior written consent of Landlord which may be withheld in Landlord. Any assignment or subletting made without such Landlord’s absolute sole discretionconsent, shall be voidable by Landlord. No Any consent by Landlord, unless specifically stated therein, shall not relieve Tenant from its obligations under this Lease. To be effective, any assignment or transfer sublease must be in writing and signed by the Landlord, Tenant and assignee/subtenant, and shall set forth the entire consideration being given and received. The acceptance of Rent from any other person shall neither be deemed to be a waiver of any of the provisions of this Lease may nor be effected by operation deemed to be a consent to the assignment of law this Lease or otherwise without Landlord’s prior written consentsubletting of the Premises. The If Landlord shall consent to any assignment or subletting, the assignee/subtenant shall assume all obligations of Tenant hereunder and neither Tenant nor any assignee/subtenant shall be relieved of any liability hereunder in the performance of any of the terms, covenants and conditions hereof. In the event Tenant shall request the consent of Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from liability for the performance of all covenants and obligations to be performed by Tenant under this Lease. The transfer, whether a single transfer or multiple transfers, of fifty percent (50%) or more of the ownership interests of Tenant within a twelve (12) month period shall be deemed equivalent to an assignment or subletting requiring consent of Landlord. Any attempted assignment or subletting made without Landlord’s consent shall, at the option of Landlord, be deemed an Event of Default under this Lease. Landlord’s acceptance or collection of rent from any assignee, subtenant or occupant shall not be construed (a) as a consent to or acceptance of such assignee, subtenant or occupant as a tenant, (b) as a waiver by Landlord of any provision hereof, (c) as a waiver or release of Tenant from liability for the performance of any obligation to be performed under this Lease by Tenant, or (d) as relieving Tenant or any assignee, subtenant or occupant from the obligation of obtaining Landlord’s prior written consent to any subsequent assignment, subletting or occupancy. Tenant hereby assigns to Landlord any rent due from any assignee, subtenant or occupant of Tenant as security for Tenant’s performance of its obligations pursuant to this Lease; provided, however, that Tenant shall have the right to collect such rent as long as Tenant is not in Event of Default under the terms of this Lease. Tenant authorizes each such assignee, subtenant or occupant to pay such rent directly to Landlord if such assignee, subtenant or occupant receives written notice from Landlord specifying that such rent shall be paid directly to Landlord. In the event of Event of Default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. Landlord may consent to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and such action shall not relieve Tenant of liability under this Lease. Tenant shall not mortgage this Lease without pay, as Additional Rent, all of Landlord’s consentadministrative costs, which consent may be granted or withheld in Landlord’s reasonable discretion. All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenantoverhead, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. Tenant shall pay to Landlord a Seven Hundred Fifty and 00/100 Dollar ($750.00) processing fee as well as expenses (including reasonable attorneys’ fees) fees and processing costs incurred by Landlord in connection with Tenant’s request for Landlord to give its consent to any assignment, subletting, occupancy or mortgage, therewith regardless of whether or not Landlord consents thereto.
9.2to any such assignment or subletting. Notwithstanding anything herein to Tenant hereby acknowledges and agrees that the contrary, Tenant shall have the right, without Landlord’s consent, but upon prior written notice to Landlord to assign this Lease to (i) any parent, subsidiary or affiliate of Tenant, (ii) an entity which is the result of a consolidation, merger or other reorganization of Tenant, (iii) an entity acquiring all or substantially all of the stock or assets of Tenant; (iv) a capital stock institution which is the result of the conversion from a mutual institution to a capital stock institution and the sale or transfer of stock associated therewith, provided that as a result acceptance of such conversion the former holders of the mutual institution become the beneficial owners of the capital stock institution in the same pro-rata ownership (collectively, “Permitted Transferee”), provided such Permitted Transferee has a net worth and creditworthiness which are at least equal to or greater than those of Tenant on the date of execution of this Lease and provided that such Permitted Transferee assumes, in full, the obligations of Tenant under this Lease, and such assignment fees by Landlord shall not relieve Tenant of its obligations hereunder.
9.3. If at any time Tenant intends to assign, sublet or otherwise transfer all or part of the Premises or this Lease, then Tenant shall give written notice to constitute a consent by Landlord (“Sublease Proposal Notice”) of the area proposed to be assigned or sublet (the “Proposed Sublet Space”) and the term for which Tenant desires to sublet the Proposed Sublet Space, the name of the proposed subtenant or assignee and such other information as Landlord shall reasonably request.
9.4. After receipt of Tenant’s Sublease Proposal Notice, Landlord shall also have the right in its sole and absolute discretion, in addition to Landlord’s rights in Section 9.1, to elect: (a) to consent to the proposed sublease or assignment, (b) to reject the proposed sublease or assignment, or (c) to terminate this Lease with respect to the Proposed Sublet Space. Landlord shall exercise such right by sending Tenant written notice within thirty (30) days after Landlord’s receipt of the Sublease Proposal Notice. If the Proposed Sublet Space does not constitute the entire Premises and Landlord elects to terminate this Lease with respect to the Proposed Sublet Space, then (1) Tenant shall tender the Proposed Sublet Space to Landlord on a date specified in Landlord’s notice (which date shall not be more than sixty (60) days after the date of such notice) as if such specified date had been originally set forth in this Lease as the Lease Expiration Date with respect to the Proposed Sublet Space, and (2) as to all portions of the Premises other than the Proposed Sublet Space, this Lease shall remain in full force and effect except that the additional rent payable pursuant to ARTICLE III and the Fixed Minimum Rent payable pursuant to ARTICLE III shall be reduced pro rata. If the Proposed Sublet Space constitutes the entire Premises and Landlord elects to terminate this Lease, then (1) Tenant shall tender the Premises to Landlord on a date specified in Landlord’s notice (which date shall not be more than sixty (60) days after the date of such notice), and (2) the Term shall terminate on such specified date. Notwithstanding anything to the contrary in the foregoing provisions of this Section 9.4, Landlord shall not have the right to terminate this Lease with respect to the Proposed Sublet Space in the event Tenant proposes to assign this Lease to a corporation or other business entity Tenant is merged or consolidated into or to which substantially all of Tenant’s assets may be transferred, provided such successor entity has assumed in writing all of the obligations and liabilities of Tenant under this Lease.
9.5. In the event Landlord does not exercise its rights to sublet the Proposed Sublet Space from Tenant or to terminate this Lease with respect thereto, Tenant shall be entitled to seek Landlord’s consent to an acceptable assignee or subtenant for the Proposed Sublet Space, for a sublease term no longer than that set forth in the Sublease Proposal Notice, such consent shall be in Landlord’s absolute sole discretion. Such consent or permission pursuant to Section 9.1 may be withheld if (a) the subtenant or assignee is of a character or engaged in a business which is not in keeping with the standards of Landlord for the Shopping Center, (b) Tenant is in Event of Default under this Lease, (c) the Proposed Sublet Space is not regular in shape with appropriate means of ingress and egress and suitable for normal renting purposes, (d) in the reasonable judgment of Landlord, the assignee or sublessee does not have the financial capacity or experience to undertake the obligations of this Lease or the sublease, (e) such a sublease or assignment would violate any term or condition of any covenant or agreement of Landlord involving the Shopping Center, or any other tenant lease within the Shopping Center or (f) any other reason in Landlord’s absolute sole discretion. In the event the assignment or sublease for the assignee or subtenant designated in Tenant’s Sublease Proposal Notice (which assignment/sublease and assignee/subtenant are acceptable to and approved by Landlord) has not been executed by Tenant within one hundred fifty (150) days from the date of Tenant’s Sublease Proposal Notice, Tenant shall not be entitled to enter into such assignment or sublease without first submitting a new Sublease Proposal Notice to Landlord and affording Landlord an opportunity to exercise its rights as set forth in Section 9.4, including its subletting or termination rights.
9.6. If any sublease, assignment or other transfer (whether by operation of law or otherwise and whether consented to or not) provides that the subtenant, assignee or other transferee is to pay any amount in excess of the rent and other charges due under this Lease (except rent or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the Premises by Tenant for the subtenant or assignee, and other reasonable expenses incident to the subletting or assignment, including standard leasing commissions), then whether such excess is in the form of an increased monthly or annual rent, a lump sum payment, payment for the sale, transfer or lease of Tenant’s fixtures, leasehold improvements, furniture and other personal property, or any other form (and if the subleased or assigned space does not constitute the entire Premises, the existence of such excess shall be determined on a pro rata basis), then Tenant, after all expenses associated with subleasing the Premises are deducted; including but not limited to reasonable attorneys’ fees, brokerage fees, marketing expenses, processing fees, shall pay to Landlord fifty percent (50%) of any such excess as additional rent upon such terms as shall be specified by Landlord and in no event later than ten (10) days after Tenant’s receipt thereof. Tenant expressly waives any right that it might have to retain such fifty percent (50%) of the excess pursuant to the provisions of section 365(f) of the Bankruptcy Code. Landlord shall have the right to inspect and audit Tenant’s books and records relating to any sublease, assignment or other transfer. Any sublease, assignment or other transfer shall be affected on a form approved by Landlord.
9.7. Any sublease or assignment shall require Tenant and Sublessee/Assignee to execute Landlord’s standard consent to Sublease or Consent to Assignment document.
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ASSIGNMENT & SUBLETTING. 9.1. Tenant shall not assign this Lease or any of Tenant’s rights or obligations hereunder, or sublet or permit anyone to occupy license the Premises or any part thereofportion thereof (or advertise the Premises for assignment or subletting) or permit the occupancy of all or any portion of the Premises by anybody other than Tenant (all or any of the foregoing actions are sometimes collectively referred to as an "assignment") without obtaining, without or each occasion, the prior written consent of the Landlord which may consent shall not be unreasonably withheld in Landlord’s absolute sole discretionor delayed. No Tenant's request for consent to any such assignment shall include (i) a description of the proposed tenant and the nature of its business and (ii) a copy of such proposed tenant's most recent profit and loss statement and balance sheet prepared according to generally accepted accounting principles and certified by an officer of such proposed tenant, (iii) a description of all of the terms of the proposed assignment, and (iv) a copy of the proposed instrument of assignment or transfer sublease. In the event of the proposed assignment or subletting or licensing of the whole or any portion of the Premises, Landlord shall have the right in lieu of consenting to such assignment or subletting or licensing, to terminate the Lease upon ninety (90) days prior written notice to Tenant, provided that upon receipt of such notice, Tenant may withdraw its request for consent, in which event this Lease shall continue in full force and effect. In the event of such termination Tenant shall be released of all further obligation, hereunder as of the date of termination. If Tenant does not make an assignment hereunder, and if the aggregate rent and other charges payable to Tenant under such assignment less the out of-pocket costs to Tenant of such transaction exceed the rent and other charges paid hereunder, Tenant shall pay to Landlord, as additional rent on a monthly basis one hundred percent (100%) of the amount of such excess. Tenant shall pay to Landlord, as additional rent, Landlord's reasonable legal fees and other expenses incurred in connection with any proposed assignment, including fees for review of documents. Notwithstanding any such assignment, the original Tenant named herein shall remain directly and primarily obligated under this Lease. If an assignment occurs, Landlord may, at any time and from time to time require that such assignee, subtenant, licensee or occupant (collectively, an "assignee") agree directly with Landlord to be liable, jointly and severally with Tenant, for the performance of all. of Tenant's agreements under this lease (including without limitation payment of rent). Landlord may collect rent and other charges from the Assignee and apply the net amount collected to the rent and other charges herein reserved, but no such assignment or collection shall be deemed a waiver of the provisions of this Lease may be effected by operation Section or the acceptance of law the assignee as a Tenant, or otherwise without Landlord’s prior written consenta release of Tenant from direct and primary liability for the further performance of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment shall not relieve Tenant from obtaining the express consent of Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from liability for the performance of all covenants and obligations to be performed by Tenant under this Lease. The transfer, whether a single transfer or multiple transfers, of fifty percent (50%) or more of the ownership interests of Tenant within a twelve (12) month period shall be deemed equivalent to an assignment or subletting requiring consent of Landlord. Any attempted assignment or subletting made without Landlord’s consent shall, at the option of Landlord, be deemed an Event of Default under this Lease. Landlord’s acceptance or collection of rent from any assignee, subtenant or occupant shall not be construed (a) as a consent to or acceptance of such assignee, subtenant or occupant as a tenant, (b) as a waiver by Landlord of any provision hereof, (c) as a waiver or release of Tenant from liability for the performance of any obligation to be performed under this Lease by Tenant, or (d) as relieving Tenant or any assignee, subtenant or occupant from the obligation of obtaining Landlord’s prior written consent to any subsequent further assignment, subletting or occupancy. Tenant hereby assigns to Landlord any rent due from any assignee, subtenant or occupant of Tenant as security for Tenant’s performance of its obligations pursuant to this Lease; provided, however, that Tenant shall have the right to collect such rent as long as Tenant is not in Event of Default under the terms of this Lease. Tenant authorizes each such assignee, subtenant or occupant to pay such rent directly to Landlord if such assignee, subtenant or occupant receives written notice from Landlord specifying that such rent shall be paid directly to Landlord. In the event of Event of Default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. Landlord may consent to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and such action shall not relieve Tenant of liability under this Lease. Tenant shall not mortgage this Lease without Landlord’s consent, which consent may be granted or withheld in Landlord’s reasonable discretion. All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. Tenant shall pay to Landlord a Seven Hundred Fifty and 00/100 Dollar ($750.00) processing fee as well as expenses (including reasonable attorneys’ fees) incurred by Landlord in connection with Tenant’s request for Landlord to give its consent to any assignment, subletting, occupancy or mortgage, whether or not Landlord consents thereto.
9.2. Notwithstanding anything herein to the contrary, Tenant shall have the right, without Landlord’s consent, but upon prior written notice to Landlord to assign this Lease to (i) any parent, subsidiary or affiliate of Tenant, (ii) an entity which is the result of a consolidation, merger or other reorganization of Tenant, (iii) an entity acquiring all or substantially all of the stock or assets of Tenant; (iv) a capital stock institution which is the result of the conversion from a mutual institution to a capital stock institution and the sale or transfer of stock associated therewith, provided that as a result of such conversion the former holders of the mutual institution become the beneficial owners of the capital stock institution in the same pro-rata ownership (collectively, “Permitted Transferee”), provided such Permitted Transferee has a net worth and creditworthiness which are at least equal to or greater than those of Tenant on the date of execution of this Lease and provided that such Permitted Transferee assumes, in full, the obligations of Tenant under this Lease, and such assignment shall not relieve Tenant of its obligations hereunder.
9.3. If at any time Tenant intends to assign, sublet or otherwise transfer all or part of the Premises or this Lease, then Tenant shall give written notice to Landlord (“Sublease Proposal Notice”) of the area proposed to be assigned or sublet (the “Proposed Sublet Space”) and the term for which Tenant desires to sublet the Proposed Sublet Space, the name of the proposed subtenant or assignee and such other information as Landlord shall reasonably request.
9.4. After receipt of Tenant’s Sublease Proposal Notice, Landlord shall also have the right in its sole and absolute discretion, in addition to Landlord’s rights in Section 9.1, to elect: (a) to consent to the proposed sublease or assignment, (b) to reject the proposed sublease or assignment, or (c) to terminate this Lease with respect to the Proposed Sublet Space. Landlord shall exercise such right by sending Tenant written notice within thirty (30) days after Landlord’s receipt of the Sublease Proposal Notice. If the Proposed Sublet Space does not constitute the entire Premises and Landlord elects to terminate this Lease with respect to the Proposed Sublet Space, then (1) Tenant shall tender the Proposed Sublet Space to Landlord on a date specified in Landlord’s notice (which date shall not be more than sixty (60) days after the date of such notice) as if such specified date had been originally set forth in this Lease as the Lease Expiration Date with respect to the Proposed Sublet Space, and (2) as to all portions of the Premises other than the Proposed Sublet Space, this Lease shall remain in full force and effect except that the additional rent payable pursuant to ARTICLE III and the Fixed Minimum Rent payable pursuant to ARTICLE III shall be reduced pro rata. If the Proposed Sublet Space constitutes the entire Premises and Landlord elects to terminate this Lease, then (1) Tenant shall tender the Premises to Landlord on a date specified in Landlord’s notice (which date shall not be more than sixty (60) days after the date of such notice), and (2) the Term shall terminate on such specified date. Notwithstanding anything to the contrary in the foregoing provisions of this Section 9.4, Landlord shall not have the right to terminate this Lease with respect to the Proposed Sublet Space in the event Tenant proposes to assign this Lease to a corporation or other business entity Tenant is merged or consolidated into or to which substantially all of Tenant’s assets may be transferred, provided such successor entity has assumed in writing all of the obligations and liabilities of Tenant under this Lease.
9.5. In the event Landlord does not exercise its rights to sublet the Proposed Sublet Space from Tenant or to terminate this Lease with respect thereto, Tenant shall be entitled to seek Landlord’s consent to an acceptable assignee or subtenant for the Proposed Sublet Space, for a sublease term no longer than that set forth in the Sublease Proposal Notice, such consent shall be in Landlord’s absolute sole discretion. Such consent or permission pursuant to Section 9.1 may be withheld if (a) the subtenant or assignee is of a character or engaged in a business which is not in keeping with the standards of Landlord for the Shopping Center, (b) Tenant is in Event of Default under this Lease, (c) the Proposed Sublet Space is not regular in shape with appropriate means of ingress and egress and suitable for normal renting purposes, (d) in the reasonable judgment of Landlord, the assignee or sublessee does not have the financial capacity or experience to undertake the obligations of this Lease or the sublease, (e) such a sublease or assignment would violate any term or condition of any covenant or agreement of Landlord involving the Shopping Center, or any other tenant lease within the Shopping Center or (f) any other reason in Landlord’s absolute sole discretion. In the event the assignment or sublease for the assignee or subtenant designated in Tenant’s Sublease Proposal Notice (which assignment/sublease and assignee/subtenant are acceptable to and approved by Landlord) has not been executed by Tenant within one hundred fifty (150) days from the date of Tenant’s Sublease Proposal Notice, Tenant shall not be entitled to enter into such assignment or sublease without first submitting a new Sublease Proposal Notice to Landlord and affording Landlord an opportunity to exercise its rights as set forth in Section 9.4, including its subletting or termination rights.
9.6. If any sublease, assignment or other transfer (whether by operation of law or otherwise and whether consented to or not) provides that the subtenant, assignee or other transferee is to pay any amount in excess of the rent and other charges due under this Lease (except rent or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the Premises by Tenant for the subtenant or assignee, and other reasonable expenses incident to the subletting or assignment, including standard leasing commissions), then whether such excess is in the form of an increased monthly or annual rent, a lump sum payment, payment for the sale, transfer or lease of Tenant’s fixtures, leasehold improvements, furniture and other personal property, or any other form (and if the subleased or assigned space does not constitute the entire Premises, the existence of such excess shall be determined on a pro rata basis), then Tenant, after all expenses associated with subleasing the Premises are deducted; including but not limited to reasonable attorneys’ fees, brokerage fees, marketing expenses, processing fees, shall pay to Landlord fifty percent (50%) of any such excess as additional rent upon such terms as shall be specified by Landlord and in no event later than ten (10) days after Tenant’s receipt thereof. Tenant expressly waives any right that it might have to retain such fifty percent (50%) of the excess pursuant to the provisions of section 365(f) of the Bankruptcy Code. Landlord shall have the right to inspect and audit Tenant’s books and records relating to any sublease, assignment or other transfer. Any sublease, assignment or other transfer shall be affected on a form approved by Landlord.
9.7. Any sublease or assignment shall require Tenant and Sublessee/Assignee to execute Landlord’s standard consent to Sublease or Consent to Assignment document.
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ASSIGNMENT & SUBLETTING. 9.1. a. Except in accordance with Subsection 10.f and Section 22 below, neither Tenant nor any court or officer thereof nor any receiver or trustee in bankruptcy shall not assign assign, sublease, license, sell, transfer or in any way mortgage, pledge or hypothecate (collectively “Assign”) all or any of (i) its interest in this Lease or any of Tenant’s rights or obligations hereunder, or sublet or permit anyone (ii) its interest in and to occupy the Leased Premises and Development or any part thereofthereof (an “Assignment”), without the prior written consent of Landlord which may be withheld in Landlord’s absolute sole discretion. No assignment or transfer of this Lease may be effected by operation of law or otherwise without Landlord’s prior written consentconsent and approval of the process by which the interest is assigned in accordance with this Section. The consent of Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from liability for the performance of all covenants and obligations to be performed by Tenant under this Lease. The transfer, whether a single transfer or multiple transfers, of fifty percent (50%) or more of the ownership interests of Tenant within a twelve (12) month period shall be deemed equivalent unreasonably withhold its consent to an assignment or subletting requiring consent of Landlord. Any attempted assignment or subletting made without Landlord’s consent shall, at the option of Landlord, be deemed an Event of Default under this Lease. Landlord’s acceptance or collection of rent from any assignee, subtenant or occupant shall not be construed (a) as a consent to or acceptance of such assignee, subtenant or occupant as a tenant, (b) as a waiver by Landlord of any provision hereof, (c) as a waiver or release of Tenant from liability for the performance of any obligation to be performed under this Lease Assignment by Tenant, or (d) as relieving provided that Tenant or shall cause Landlord to be provided with information regarding any proposed assignee, subtenant including audited financial statements and tax returns, credit-worthiness, intended use and other reasonable and relevant information requested by Landlord. Further, Tenant acknowledges that any assignee may be required to execute a new lease or occupant from the obligation of obtaining Landlord’s prior written consent to any subsequent assignment, subletting or occupancy. Tenant hereby assigns to Landlord any rent due from any assignee, subtenant or occupant of Tenant as security for Tenant’s performance of its obligations pursuant an amendment to this Lease; provided, however, that Tenant shall have incorporating other provisions including rent increases and include other provisions or changes deemed necessary by the right Landlord.
b. If Landlord consents to collect such rent as long as Tenant is not in Event of Default under the terms of this Lease. Tenant authorizes each such assignee, subtenant an Assignment (or occupant to pay such rent directly to Landlord if such assignee, subtenant or occupant receives written notice from Landlord specifying that such rent shall be paid directly to Landlord. In the event of Event of Default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. Landlord may consent to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and such action shall not relieve Tenant of liability under this Lease. Tenant shall not mortgage this Lease is assigned without Landlord’s consent), which consent may be granted or withheld in Landlord’s reasonable discretion. All restrictions the terms and obligations imposed pursuant to conditions of this Lease on will in no way be waived or modified by Tenant, including, without limitation, the use which Tenant or its assignee may make of the Leased Premises as set forth in Section 10 below. Further, any assignee shall expressly assume (and shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. Tenant shall pay to Landlord a Seven Hundred Fifty and 00/100 Dollar ($750.00have assumed) processing fee as well as expenses (including reasonable attorneys’ fees) incurred by Landlord in connection with Tenant’s request for Landlord to give its consent to any assignment, subletting, occupancy or mortgage, whether or not Landlord consents thereto.
9.2. Notwithstanding anything herein to the contrary, Tenant shall have the right, without Landlord’s consent, but upon prior written notice to Landlord to assign this Lease to (i) any parent, subsidiary or affiliate of Tenant, (ii) an entity which is the result of a consolidation, merger or other reorganization of Tenant, (iii) an entity acquiring all or substantially all of the stock or assets of Tenant; (iv) a capital stock institution which is the result of the conversion from a mutual institution to a capital stock institution and the sale or transfer of stock associated therewith, provided that as a result of such conversion the former holders of the mutual institution become the beneficial owners of the capital stock institution in the same pro-rata ownership (collectively, “Permitted Transferee”), provided such Permitted Transferee has a net worth and creditworthiness which are at least equal to or greater than those of Tenant on the date of execution of this Lease and provided that such Permitted Transferee assumes, in full, the obligations of Tenant under this Lease, and such assignment shall not relieve Tenant of its obligations hereunder.
9.3. If at any time Tenant intends to assign, sublet or otherwise transfer all or part of the Premises or this Lease, then Tenant shall give written notice to Landlord (“Sublease Proposal Notice”) of the area proposed to be assigned or sublet (the “Proposed Sublet Space”) and the term for which Tenant desires to sublet the Proposed Sublet Space, the name of the proposed subtenant or assignee and such other information as Landlord shall reasonably request.
9.4. After receipt of Tenant’s Sublease Proposal Notice, Landlord shall also have obligations under the right in its sole and absolute discretion, in addition to Landlord’s rights in Section 9.1, to elect: (a) to consent to the proposed sublease or assignment, (b) to reject the proposed sublease or assignment, or (c) to terminate this Lease with respect to the Proposed Sublet SpaceLease. Landlord shall exercise such right by sending Tenant written notice within thirty (30) days after Landlord’s receipt of the Sublease Proposal Notice. If the Proposed Sublet Space does not constitute the entire Premises and Landlord elects to terminate this Lease with respect to the Proposed Sublet Space, then (1) Tenant shall tender the Proposed Sublet Space to Landlord on a date specified in Landlord’s notice (which date shall not be more than sixty (60) days after the date of such notice) as if such specified date had been originally set forth in this Lease as the Lease Expiration Date with respect to the Proposed Sublet Space, and (2) as to all portions of the Premises other than the Proposed Sublet Space, this Lease shall remain in full force and effect except that the additional rent payable pursuant to ARTICLE III and the Fixed Minimum Rent payable pursuant to ARTICLE III shall be reduced pro rata. If the Proposed Sublet Space constitutes the entire Premises and Landlord elects to terminate this Lease, then (1) Tenant shall tender the Premises to Landlord on a date specified in Landlord’s notice (which date shall not be more than sixty (60) days after the date of such notice), and (2) the Term shall terminate on such specified date. Notwithstanding anything to the contrary in the foregoing provisions of this Section 9.4, Landlord shall not have the right to terminate this Lease with respect to the Proposed Sublet Space in the event Tenant proposes to assign this Lease to a corporation or other business entity Tenant is merged or consolidated into or to which substantially all of Tenant’s assets may be transferred, provided such successor entity has assumed in writing all of the obligations and liabilities of Tenant under this Lease.
9.5. In the event Landlord does not exercise its rights to sublet the Proposed Sublet Space from Tenant or to terminate this Lease with respect thereto, Tenant shall be entitled to seek Landlord’s consent to an acceptable assignee Assignment will not be deemed to consent to any further Assignment by either Tenant or subtenant for the Proposed Sublet Space, for an assignee.
c. If Landlord or a sublease term no longer than that set forth court of competent jurisdiction should ever permit Tenant to assign its interest in the Sublease Proposal Notice, such consent shall be in Landlord’s absolute sole discretion. Such consent or permission pursuant to Section 9.1 may be withheld if (a) the subtenant or assignee is of a character or engaged in a business which is not in keeping with the standards of Landlord for the Shopping Center, (b) Tenant is in Event of Default under this Lease, (c) the Proposed Sublet Space is not regular in shape with appropriate means of ingress and egress and suitable for normal renting purposes, (d) in the reasonable judgment of Landlord, the assignee or sublessee does not have the financial capacity or experience to undertake the obligations of sell this Lease or sublet or license the sublease, (e) such a sublease or assignment would violate any term or condition of any covenant or agreement of Landlord involving the Shopping CenterLeased Premises, or any other tenant lease within the Shopping Center or (f) any other reason in Landlord’s absolute sole discretion. In the event the assignment or sublease a portion thereof, for the assignee or subtenant designated in Tenant’s Sublease Proposal Notice (which assignment/sublease and assignee/subtenant are acceptable to and approved by Landlord) has not been executed by Tenant within one hundred fifty (150) days from the date of Tenant’s Sublease Proposal Notice, Tenant shall not be entitled to enter into such assignment or sublease without first submitting a new Sublease Proposal Notice to Landlord and affording Landlord an opportunity to exercise its rights as set forth in Section 9.4, including its subletting or termination rights.
9.6. If any sublease, assignment or other transfer (whether by operation of law or otherwise and whether consented to or not) provides that the subtenant, assignee or other transferee is to pay any amount rentals in excess of the rent and other charges due under this Lease (except rent or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the Premises by Tenant for the subtenant or assigneeimprovements, additions, and other reasonable expenses incident to new structures as a result of this Lease, Tenant shall pay the subletting sales price or assignment, including standard leasing commissions), then whether all of such excess is in the form of an increased monthly or annual rent, a lump sum payment, payment for the sale, transfer or lease of Tenant’s fixtures, leasehold improvements, furniture and other personal property, rent or any other form excess revenue (which amount shall equal the difference between the rent provided for herein and if the subleased or assigned space does not constitute the entire Premises, the existence of such excess shall be determined on a pro rata basis), then Tenant, after all expenses associated with subleasing the Premises are deducted; including but not limited to reasonable attorneys’ fees, brokerage fees, marketing expenses, processing fees, shall pay rent) to Landlord fifty percent (50%) of any such excess as additional rent upon such terms as shall be specified by Landlord and in no event later than ten (10) days after Tenant’s receipt thereof. Tenant expressly waives any right that it might have to retain such fifty percent (50%) of the excess pursuant to the provisions of section 365(f) of the Bankruptcy Code. Landlord shall have the right to inspect and audit Tenant’s books and records relating to any sublease, assignment or other transfer. Any sublease, assignment or other transfer shall be affected on a form approved by LandlordAdditional Rent.
9.7. Any sublease or assignment shall require Tenant and Sublessee/Assignee to execute Landlord’s standard consent to Sublease or Consent to Assignment document.
Appears in 1 contract
Samples: Ground Lease Agreement
ASSIGNMENT & SUBLETTING. 9.1. Tenant shall may not assign its rights under this Lease or any of interest therein, or mortgage pledge, encumber, or otherwise transfer this Lease, or Tenant’s rights under it, with respect to all or obligations hereunder, or sublet or permit anyone to occupy any portion of the Premises to any person or any part thereofentity, without the prior written consent of Landlord Landlord, which consent may be withheld in Landlord’s sole and absolute sole discretion. No assignment or transfer of this Lease may be effected by operation of law or otherwise without Landlord’s prior written consent. The consent of Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from liability for the performance of all covenants and obligations to be performed by Tenant under this Lease. The transfer, whether a single transfer or multiple transfers, of fifty percent (50%) or more of the ownership interests of Tenant within a twelve (12) month period shall be deemed equivalent to an assignment or subletting requiring consent of Landlord. Any attempted assignment or subletting made without Landlord’s consent shall, at the option of Landlord, be deemed an Event of Default under this Lease. Landlord’s acceptance or collection of rent from any assignee, subtenant or occupant shall not be construed (a) as a consent to or acceptance of such assignee, subtenant or occupant as a tenant, (b) as a waiver by Landlord of any provision hereof, (c) as a waiver or release of Tenant from liability for the performance of any obligation to be performed under this Lease by Tenant, or (d) as relieving Tenant or any assignee, subtenant or occupant from the obligation of obtaining Landlord’s prior written consent to any subsequent assignment, subletting or occupancy. Tenant hereby assigns to Landlord any rent due from any assignee, subtenant or occupant of Tenant as security for Tenant’s performance of its obligations pursuant to this Lease; provided, however, that no consent shall be needed with respect to any transfer by Tenant to an entity in which the majority of the controlling or managing ownership interests are owned by Tenant or by the principal owners of Tenant or by joint venture arrangement in which Tenant is a principal member. Tenant shall have promptly notify Landlord of any such assignment and shall provide to Landlord with such notification a copy of the right assignment agreement. No assignment by Tenant of any of its rights or obligations under this Agreement relieves Tenant of any of its obligations under this Lease unless Landlord expressly agrees to collect such rent as long as Tenant is not release in Event writing. Any purported assignment in violation of Default under the terms of this Lease. Tenant authorizes each such assignee, subtenant or occupant to pay such rent directly to Landlord if such assignee, subtenant or occupant receives written notice from Landlord specifying that such rent Lease shall be paid directly void. Subject to Landlord. In the event of Event of Default by any assignee of Tenant or any successor of Tenant in foregoing, this Lease is binding on and inures to the performance of any benefit of the terms hereof, Landlord may proceed directly against Tenant without the necessity successors-in-interest and assigns of exhausting remedies against such assignee or successor. Landlord may consent each party to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and such action shall not relieve Tenant of liability under this Lease. Tenant shall not mortgage this Lease without Landlord’s consent, which consent may be granted or withheld in Landlord’s reasonable discretion. All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. Tenant shall pay to Landlord a Seven Hundred Fifty and 00/100 Dollar ($750.00) processing fee as well as expenses (including reasonable attorneys’ fees) incurred by Landlord in connection with Tenant’s request for Landlord to give its consent to any assignment, subletting, occupancy or mortgage, whether or not Landlord consents thereto.
9.2. Notwithstanding anything herein to the contrary, Tenant shall have the right, without Landlord’s consent, but upon prior written notice to Landlord to assign this Lease to (i) any parent, subsidiary or affiliate of Tenant, (ii) an entity which is the result of a consolidation, merger or other reorganization of Tenant, (iii) an entity acquiring all or substantially all of the stock or assets of Tenant; (iv) a capital stock institution which is the result of the conversion from a mutual institution to a capital stock institution and the sale or Any transfer of stock associated therewith, provided that as a result of such conversion the former holders of the mutual institution become the beneficial owners of the capital stock institution in the same pro-rata ownership (collectively, “Permitted Transferee”), provided such Permitted Transferee has a net worth and creditworthiness which are at least equal to or greater than those of Tenant on the date of execution of this Lease and provided that such Permitted Transferee assumes, in full, the obligations of Tenant under this Lease, and such assignment shall not relieve Tenant of its obligations hereunder.
9.3. If at any time Tenant intends to assign, sublet or otherwise transfer all or part of the Premises or this Lease, then Tenant shall give written notice to Landlord (“Sublease Proposal Notice”) of the area proposed to be assigned or sublet (the “Proposed Sublet Space”) and the term for which Tenant desires to sublet the Proposed Sublet Space, the name of the proposed subtenant or assignee and such other information as Landlord shall reasonably request.
9.4. After receipt of Tenant’s Sublease Proposal Notice, Landlord shall also have the right in its sole and absolute discretion, in addition to Landlord’s rights in Section 9.1, to elect: (a) to consent to the proposed sublease or assignment, (b) to reject the proposed sublease or assignment, or (c) to terminate this Lease with respect to the Proposed Sublet Space. Landlord shall exercise such right by sending Tenant written notice within thirty (30) days after Landlord’s receipt of the Sublease Proposal Notice. If the Proposed Sublet Space does not constitute the entire Premises and Landlord elects to terminate this Lease with respect to the Proposed Sublet Space, then (1) Tenant shall tender the Proposed Sublet Space to Landlord on a date specified in Landlord’s notice (which date shall not be more than sixty (60) days after the date of such notice) as if such specified date had been originally set forth interest in this Lease as the Lease Expiration Date with respect to the Proposed Sublet Space, and (2) as to all portions of the Premises other than the Proposed Sublet Space, this Lease shall remain in full force and effect except that the additional rent payable pursuant to ARTICLE III and the Fixed Minimum Rent payable pursuant to ARTICLE III shall be reduced pro rata. If the Proposed Sublet Space constitutes the entire Premises and Landlord elects to terminate this Lease, then (1) Tenant shall tender the Premises to Landlord on a date specified in Landlord’s notice (which date shall not be more than sixty (60) days after the date of such notice), and (2) the Term shall terminate on such specified date. Notwithstanding anything to the contrary in the foregoing provisions of this Section 9.4, Landlord shall not have the right to terminate this Lease with respect to the Proposed Sublet Space in the event Tenant proposes to assign this Lease to a corporation or other business entity Tenant is merged or consolidated into or to which substantially all of Tenant’s assets may be transferred, provided such successor entity has assumed in writing all of the obligations and liabilities of Tenant under this Lease.
9.5. In the event Landlord does not exercise its rights to sublet the Proposed Sublet Space from Tenant or to terminate this Lease with respect thereto, Tenant shall be entitled to seek Landlord’s consent to an acceptable assignee or subtenant for the Proposed Sublet Space, for a sublease term no longer than that set forth in the Sublease Proposal Notice, such consent shall be in Landlord’s absolute sole discretion. Such consent or permission pursuant to Section 9.1 may be withheld if (a) the subtenant or assignee is of a character or engaged in a business which is not in keeping with the standards of Landlord for the Shopping Center, (b) Tenant is in Event of Default under this Lease, (c) the Proposed Sublet Space is not regular in shape with appropriate means of ingress and egress and suitable for normal renting purposes, (d) in the reasonable judgment of Landlord, the assignee or sublessee does not have the financial capacity or experience to undertake the obligations of this Lease or the sublease, (e) such a sublease or assignment would violate any term or condition of any covenant or agreement of Landlord involving the Shopping Center, or any other tenant lease within the Shopping Center or (f) any other reason in Landlord’s absolute sole discretion. In the event the assignment or sublease for the assignee or subtenant designated in Tenant’s Sublease Proposal Notice (which assignment/sublease and assignee/subtenant are acceptable to and approved by Landlord) has not been executed by Tenant within one hundred fifty (150) days from the date of Tenant’s Sublease Proposal Notice, Tenant shall not be entitled to enter into such assignment or sublease without first submitting a new Sublease Proposal Notice to Landlord and affording Landlord an opportunity to exercise its rights as set forth in Section 9.4, including its subletting or termination rights.
9.6. If any sublease, assignment or other transfer (whether by operation of law law, whether voluntarily or otherwise and whether consented to or not) provides that the subtenantinvoluntarily, assignee or other transferee is to pay any amount in excess of the rent and other charges due shall be construed as an “assignment” prohibited under this Lease (except rent or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the Premises by Tenant for the subtenant or assignee, and other reasonable expenses incident to the subletting or assignment, including standard leasing commissions), then whether such excess is in the form of an increased monthly or annual rent, a lump sum payment, payment for the sale, transfer or lease of Tenant’s fixtures, leasehold improvements, furniture and other personal property, or any other form (and if the subleased or assigned space does not constitute the entire Premises, the existence of such excess shall be determined on a pro rata basis), then Tenant, after all expenses associated with subleasing the Premises are deducted; including but not limited to reasonable attorneys’ fees, brokerage fees, marketing expenses, processing fees, shall pay to Landlord fifty percent (50%) of any such excess as additional rent upon such terms as shall be specified by Landlord and in no event later than ten (10) days after Tenant’s receipt thereof. Tenant expressly waives any right that it might have to retain such fifty percent (50%) of the excess pursuant to the provisions of section 365(f) of the Bankruptcy Code. Landlord shall have the right to inspect and audit Tenant’s books and records relating to any sublease, assignment or other transfer. Any sublease, assignment or other transfer shall be affected on a form approved by Landlordforegoing.
9.7. Any sublease or assignment shall require Tenant and Sublessee/Assignee to execute Landlord’s standard consent to Sublease or Consent to Assignment document.
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