Common use of Assignments and Subleases Clause in Contracts

Assignments and Subleases. Tenant may not assign this Lease nor sublet the Leased Premises without the prior written consent of Landlord, which consent shall not be unreasonably withheld, so long as (a) Landlord’s ground lessor and mortgagee consent and Tenant pays all costs associated with such consent; (b) the proposed user’s use of the Leased Premises will not adversely impact on other uses of the building and shall not result in increased wear and tear to the building or increased costs to Landlord; (c) the proposed user’s financial condition is equivalent to or better than that of Tenant at the time of entering into this Lease, as reasonably determined by Landlord; and (d) Tenant remains bound by all provisions of this Lease. This provision applies to both assignments by operation of law and voluntary assignments. Any sale or other transfer of a controlling interest in Tenant in one or more transactions shall, for purposes of this paragraph, be deemed an assignment of this Lease unless the transferee or purchaser continues the business in substantially the same manner. Landlord’s consent to any assignment or sublease shall not be deemed a consent to any subsequent assignment or sublease, nor shall it constitute a waiver or release of Tenant from any Lease covenants or conditions, and Landlord may collect rent and other payments direct from an assignee or subtenant without releasing Tenant from primary responsibility hereunder. Tenant shall pay Landlord all rent or other payments under any permitted assignment or sublease should such rent or payments exceed, on a per square foot basis, the rent or other payments payable under this Lease.

Assignments and Subleases. Tenant may Section 13.1. Lessee shall not assign this Lease nor sublet or its interest in the Leased Premises Premises, or make or effect any sublease respecting the Premises, without the prior written consent of LandlordLessor, which consent shall not be unreasonably withheld. Lessee shall not allow or permit any transfer of this Lease or any interest under this Lease by operation of law or convey, so long as (a) Landlord’s ground lessor and mortgagee consent and Tenant pays all costs associated with such consent; (b) the proposed user’s use mortgage, pledge or encumber this Lease or any interest under this Lease. Any attempted action by Lessee in violation of the Leased Premises will not adversely impact on other uses provisions of this Section 13.1 shall be void. Section 13.2. No assignment or transfer of this Lease by Lessee consented to by Lessor shall be effective, unless the building and shall not result in increased wear and tear to the building assignee or increased costs to Landlord; (c) the proposed user’s financial condition is equivalent to or better than that of Tenant transferee shall, at the time of entering into this Leasesuch assignment or transfer, as reasonably determined by Landlord; assume all the terms, covenants and (d) Tenant remains bound by all provisions of this Lease. This provision applies to both assignments by operation of law and voluntary assignments. Any sale or other transfer of a controlling interest in Tenant in one or more transactions shall, for purposes of this paragraph, be deemed an assignment conditions of this Lease unless the transferee or purchaser continues the business in substantially the same mannerthereafter to be performed by Lessee and shall agree to be bound thereby. Landlord’s consent to any Notwithstanding such assignment or sublease shall not be deemed a consent to transfer or the acceptance by Lessor from such assignee of any subsequent assignment or sublease, nor shall it constitute a waiver or release of Tenant from any Lease covenants or conditions, and Landlord may collect rent and other payments direct from an assignee or subtenant without releasing Tenant from primary responsibility hereunder. Tenant shall pay Landlord all rent or other payments under any permitted assignment or sublease should such rent or payments exceed, on a per square foot basis, the rent monies or other payments payable under performance of the obligations of Lessee hereunder, Lessee shall remain liable and obligated as a principal (and not as a surety or guarantor) to perform all the terms, conditions and covenants, including the payment of rental and other monies, herein provided to be performed by Lessee. Section 13.3. Notwithstanding any provisions of Section 13.1 hereof to the contrary, Lessee may, without Lessor's prior written consent, assign this LeaseLease to any corporation resulting from the merger, reorganization or consolidation of Lessee, provided that (a) the net worth of such assignee after such merger, reorganization or consolidation shall be no less than that of Lessee immediately prior to such merger, reorganization or consolidation, (b) Lessee is not at such time in Default hereunder, and (c) such successor shall execute an instrument in writing fully assuming all of the obligations and liabilities imposed upon Lessee hereunder and deliver the same to Lessor; whereupon Lessee shall be discharged from any further liability hereunder.

Assignments and Subleases. Tenant may not assign this Lease nor sublet Provided Landlord has consented to such assignment or subletting, the Leased Premises without the prior written consent of Landlord, which consent following conditions shall not be unreasonably withheld, so long as apply to such assignment or sublease: (a) Landlord’s ground lessor and mortgagee consent and Tenant pays all costs associated with such consentat the time of the transfer, there is no Event of Default under this Lease; (b) the proposed user’s use of assignment or sublease shall be on the Leased Premises will not adversely impact on other uses of same terms set forth in the building and shall not result in increased wear and tear to the building or increased costs Notice given to Landlord; (c) the proposed user’s financial condition is equivalent to or better than that of Tenant at the time of entering into this Lease, as reasonably determined by Landlord; and (d) Tenant remains bound by all provisions of this Lease. This provision applies to both assignments by operation of law and voluntary assignments. Any sale or other transfer of a controlling interest in Tenant in one or more transactions shall, for purposes of this paragraph, be deemed an assignment of this Lease unless the transferee or purchaser continues the business in substantially the same manner. Landlord’s consent to any no assignment or sublease shall not be deemed a consent to any subsequent valid and no assignee or sublessee shall take possession of the Space until an executed counterpart of the assignment or sublease, nor sublease has been delivered to Landlord; (d) any assignee shall it constitute a waiver or release have assumed in writing the obligations of Tenant from under the Lease with respect to the Space and any Lease covenants or conditionssubtenant shall have agreed in writing to comply with all applicable terms and conditions of this Lease; (e) Tenant shall have executed an agreement reaffirming its liability, acknowledging that any further transfer requires Landlord’s prior written consent, and containing such other provisions as Landlord may collect rent require; and (f) fifty percent (50%) of any sums or other payments direct from an assignee economic consideration received by Tenant as a result of such assignment or subtenant without releasing Tenant from primary responsibility hereunder. Tenant shall pay Landlord all rent subletting (after deducting reasonable leasing commissions, reasonable attorneys fees and rental or other payments received which are attributable to the amortization of the cost of tenant improvements made to the Space by Tenant, at Tenant’s cost) whether denominated rent or otherwise, which exceed, in the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease (prorated as to any sublease to reflect obligations allocable to that portion of the Premises subject to such sublease) shall be payable to Landlord as additional rent (being the charges specifically set forth in Section 4, and all other amounts and charges payable by Tenant under any permitted assignment or sublease should such rent or payments exceed, on a per square foot basis, the rent or other payments payable provision of this Lease) under this Lease, without affecting or reducing any other obligation of Tenant hereunder.

Assignments and Subleases. Tenant may not assign this Lease nor sublet Provided Landlord has consented to such assignment or subletting, the Leased Premises without the prior written consent of Landlord, which consent following conditions shall not be unreasonably withheld, so long as apply to such assignment or sublease: (a) Landlord’s ground lessor and mortgagee consent and Tenant pays all costs associated with such consentat the time of the transfer, there is no Event of Default under this Lease; (b) the proposed user’s use of assignment or sublease shall be on the Leased Premises will not adversely impact on other uses of same terms set forth in the building and shall not result in increased wear and tear to the building or increased costs Notice given to Landlord; (c) the proposed user’s financial condition is equivalent to or better than that of Tenant at the time of entering into this Lease, as reasonably determined by Landlord; and (d) Tenant remains bound by all provisions of this Lease. This provision applies to both assignments by operation of law and voluntary assignments. Any sale or other transfer of a controlling interest in Tenant in one or more transactions shall, for purposes of this paragraph, be deemed an assignment of this Lease unless the transferee or purchaser continues the business in substantially the same manner. Landlord’s consent to any no assignment or sublease shall not be deemed a consent to any subsequent valid and no assignee or sublessee shall take possession of the Space until an executed counterpart of the assignment or sublease, nor sublease has been delivered to Landlord; (d) any assignee shall it constitute a waiver or release have assumed in writing the obligations of Tenant from under the Lease with respect to the Space and any Lease covenants or conditionssubtenant shall have agreed in writing to comply with all applicable terms and conditions of this Lease; and (e) Tenant shall have executed an agreement reaffirming its liability, acknowledging that any further transfer requires Landlord’s prior written consent, and containing such other provisions as Landlord may collect rent require, and (f) fifty percent (50%) of any sums or other payments direct from an assignee economic consideration received by Tenant as a result of such assignment or subtenant without releasing Tenant from primary responsibility hereunder. Tenant shall pay Landlord all rent subletting (after deducting reasonable leasing commissions and rental or other payments under any permitted assignment or sublease should such received which are attributable to the cost of tenant improvements made to the Space by Tenant, at Tenant’s cost) whether denominated rent or payments otherwise, which exceed, on a per square foot basisin the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease (prorated as to any sublease to reflect obligations allocable to that portion of the Premises subject to such sublease) shall be payable to Landlord as additional rent or other payments payable under this Lease., without affecting or reducing any other obligation of Tenant hereunder..

Assignments and Subleases. Tenant may agrees not to assign this Lease nor sublet or sublease any part of the Leased Premises without the prior written consent of from Landlord, which consent shall not be unreasonably withheld, so long as (a) Landlord’s ground lessor and mortgagee consent and Tenant pays all costs associated with withheld or delayed. Notwithstanding any such consent; (b) the proposed user’s use of the Leased Premises will not adversely impact on other uses of the building and shall not result in increased wear and tear to the building or increased costs to Landlord; (c) the proposed user’s financial condition is equivalent to or better than that of Tenant at the time of entering into this Lease, as reasonably determined by Landlord; and (d) Tenant remains bound by all provisions of this Lease. This provision applies to both assignments by operation of law and voluntary assignments. Any sale or other transfer of a controlling interest in Tenant in one or more transactions shall, for purposes of this paragraph, be deemed an assignment of this Lease unless the transferee or purchaser continues the business in substantially the same manner. Landlord’s consent to any assignment or sublease shall not be deemed a consent to any subsequent assignment or sublease, nor shall it constitute a waiver or release of Tenant from any Lease covenants or conditions, and Landlord may collect rent and other payments direct from an assignee or subtenant without releasing Tenant from primary responsibility hereunder. Tenant shall pay Landlord all rent or other payments under any permitted assignment or sublease should such rent or payments exceed, on a per square foot basis, the rent or other payments payable remains fully liable under this Lease. Landlord’s right to assign this lease or mortgage the Premise is unqualified. Notwithstanding the provisions of this section, without Landlord’s consent (but upon notification to Landlord as described below), Tenant may assign this Lease to an affiliate of Tenant or to any corporation or other entity with which Tenant may merge or consolidate, or to which all or substantially all of Tenant’s assets are sold, including, specifically, a merger, consolidation or asset transfer; so long as the assignee’s proposed use does not violate the terms of this Lease and assignee’s net worth is equal to or greater than the net worth of Guarantor. Further, Tenant shall give Landlord reasonable notice of the transaction and copies of documentation upon which the transaction is based. On any transfer of the Premises in which the transferee assumes all of Landlord’s obligations under this Lease, Landlord shall be freed from all its obligations under this Lease and from liability for any acts or omissions occurring after the conveyance. Tenant agrees to attorn to any such transferee and to sign and deliver, at Landlord’s request, any documents and letters to assist in that transfer; provided, however, such transferee shall recognize, in writing, Tenant’s rights under the Lease and shall not disturb Tenant’s tenancy so long as Tenant is not in default thereunder.

Assignments and Subleases. Tenant may (A) BY LESSEE. Lessee shall not assign this Lease nor sublet sublease any part or all of the Leased Premises without the Lessor's prior written consent of Landlordconsent, which consent shall not be unreasonably withheld. However, so long as (a) Landlord’s ground lessor and mortgagee consent and Tenant pays all costs associated with such Lessee may, without Lessor's prior written consent; (b) the proposed user’s use of the Leased Premises will not adversely impact on other uses of the building and shall not result in increased wear and tear to the building or increased costs to Landlord; (c) the proposed user’s financial condition is equivalent to or better than that of Tenant at the time of entering into this Lease, as reasonably determined by Landlord; and (d) Tenant remains bound by all provisions of this Lease. This provision applies to both assignments by operation of law and voluntary assignments. Any sale or other transfer of a controlling interest in Tenant in one or more transactions shall, for purposes of this paragraph, be deemed an assignment of assign this Lease unless the transferee or purchaser continues the business in substantially the same manner. Landlord’s consent to any parent, subsidiary, or affiliate, of Lessee or the surviving corporation resulting from a merger or consolidation involving Lessee. Consent by Lessor to one assignment or sublease shall not be deemed a construed as meaning consent to further assignments or subleases. Regardless of any subsequent such assignment or sublease, nor Lessee shall it constitute a waiver remain liable to Lessor for the full performance of all of the provisions of this Lease. (B) BY LESSOR. Lessor may at any time convey, assign, or release of Tenant from any Lease covenants or conditions, and Landlord may collect rent and other payments direct from an assignee or subtenant without releasing Tenant from primary responsibility hereunder. Tenant shall pay Landlord all rent or other payments under any permitted assignment or sublease should such rent or payments exceed, on a per square foot basis, encumber the rent or other payments payable Leased Premises and/or Lessor's rights under this Lease. In the event of any such conveyance or assignment (other than a conveyance or assignment as collateral security for an indebtedness), Lessee shall be completely relieved from all obligations place upon Lessor by this Lease effective at the date of such conveyance or assignment. However, Lessor shall be so relieved only if (and when) Lessee is furnished with an instrument in writing signed by such grantee or assignee and providing for the assumption by such grantee or assignee of all of the provisions of this Lease.

Assignments and Subleases. Tenant may not assign (a) Sub-Subtenant shall have the right to assign, mortgage, pledge or otherwise encumber this Lease nor Sub-Sublease or any interest herein (including any assignment by operation of law), or sub-sublet all or any part of the Leased Sub-Subleased Premises (any of the foregoing, a “transfer”) without the prior written consent of Landlordeither Sub-Sublandlord or Sublandlord, which consent including, without limitation, transfers to Permitted Transferees (hereinafter defined). No assignment or sub-subletting shall not relieve Sub-Subtenant from primary liability for all obligations of Sub-Subtenant under this Sub-Sublease, whether accruing before or after the date of such assignment or sub-subletting. For purposes of this Sub-Sublease, the term “sublet” or “sub-sublet” shall be unreasonably withheld, so long as (a) Landlord’s ground lessor deemed to include the granting of any rights of occupancy of any portion of the Sub-Subleased Premises. Any attempted transfer in violation of the requirements of this Section 9 shall be null and mortgagee consent void and Tenant pays all costs associated with such consent; of no force or effect. (b) Except for transfers to Permitted Transferees, if Sub-Subtenant wishes to enter into a transfer, Sub-Subtenant must provide not less than ten (10) days’ prior written notice thereof to Sub-Sublandlord, which notice shall include the proposed user’s use effective date of the Leased Premises will not adversely impact on other uses of the building and shall not result in increased wear and tear to the building or increased costs to Landlord; (c) the proposed user’s financial condition is equivalent to or better than that of Tenant at the time of entering into this Lease, as reasonably determined by Landlord; and (d) Tenant remains bound by all provisions of this Lease. This provision applies to both assignments by operation of law and voluntary assignments. Any sale or other transfer of a controlling interest in Tenant in one or more transactions shall, for purposes of this paragraph, be deemed an assignment of this Lease unless the transferee or purchaser continues the business in substantially the same manner. Landlord’s consent to any assignment or sublease shall not be deemed a consent to any subsequent such assignment or sublease, and in the case of a proposed sublease, shall specify the space to be sublet. (c) The consent by Sub-Sublandlord to any transfer shall neither be construed as a waiver or release of Sub-Subtenant from any covenant or obligation of Sub-Subtenant under this Sub-Sublease, nor as relieving Sub-Subtenant from giving Sub-Sublandlord the aforesaid thirty (30) days notice of, or from obtaining the consent of Sub-Sublandlord as and in accordance with subsection (a) above, to, any further transfer. The collection or acceptance of rent from any such transferee shall it not constitute a waiver or release of Tenant Sub-Subtenant from any Lease covenants covenant or conditionsobligation of Sub-Subtenant under this Sub-Sublease, except as expressly agreed by Sub-Sublandlord in writing. (d) Notwithstanding anything contained herein to the contrary, the Sub-Subleased Premises may be occupied by, or subleased or assigned to, a Sub-Subtenant Affiliate, and Landlord may collect rent and other payments direct from an assignee or subtenant without releasing Tenant from primary responsibility hereunder. Tenant shall pay Landlord all rent or other payments under any permitted such occupancy, assignment or sublease should shall be permitted provided Sub-Subtenant delivers notice thereof to Sub-Sublandlord prior to such rent occupancy, assignment or payments exceedsublease and such Sub-Subtenant Affiliate agrees in writing to assume all obligations of Sub-Subtenant under this Sub-Sublease. For purposes of this subparagraph, on a per square foot basis“Sub-Subtenant Affiliate” shall mean an entity that, directly or indirectly Controls, is Controlled by, or is under common Control with Sub-Subtenant. For purposes of this subparagraph, “Control” shall mean ownership of sufficient stock or membership or partnership interests of an entity to have voting control of such entity (such as ownership of 50% or more of the rent outstanding voting stock of a corporation or of the outstanding membership, partnership or other payments payable similar interest if such entity is not a corporation). Notwithstanding anything contained herein to the contrary, Sub-Subtenant may assign this Sub-Sublease to an entity with which Sub-Subtenant merges, consolidates or which purchases all or substantially all of Sub-Subtenant’s stock or assets (a “Successor”) without Sub-Sublandlord’s prior written approval. The term “Permitted Transferee” shall mean a Sub-Subtenant Affiliate or Successor, and the term “Permitted Transfer” shall mean a transfer to Permitted Transferee in accordance with this Section 9(d). In the event of a transfer to a Sub-Subtenant Affiliate, Sub-Subtenant shall not be released from any covenant or obligation of Sub-Subtenant under this LeaseSub-Sublease, but shall remain jointly and severally liable with Sub-Subtenant Affiliate for the performance of all covenants and obligations hereunder. In the event of a transfer to a Successor, such Successor shall expressly assume all obligations of Sub-Subtenant under this Sub-Sublease in writing.

Assignments and Subleases. Tenant (a) Lessee may, upon written notice to Lessor, mortgage or grant a security interest in the Lease and Tower Facilities, and may not assign this Lease nor sublet and Tower Facilities to any such mortgagees or holders of security interests, including their successors and assigns (collectively “Secured Parties”). Lessor will execute such consent to leasehold financing as may reasonably be required by Secured Parties, provided the Leased Premises terms of the financing: (i) Do not exceed the Term (including all Renewal Terms) of this Lease; and (ii) The Secured Parties are subjected to the terms of this Lease. Lessor agrees to notify Lessee and Lessee’s Secured Parties simultaneously of any default by Lessee, and to give Secured Parties the same right to cure the default as Lessee. The cure period for any Secured Party must be at least ten (10) days after the receipt of the default notice. (b) Lessee shall not sell, assign, or transfer this Agreement without the prior express written consent of LandlordLessor, which consent shall not be unreasonably withheld, so long as conditioned or delayed or made the subject of a demand for additional fees or compensation; provided, however, this Agreement may be sold, assigned, licensed, or transferred at any time by Lessee to any business entity which (a) Landlord’s ground lessor and mortgagee consent and Tenant pays all costs associated with such consent; is a parent, subsidiary or affiliate of Lessee, (b) the proposed user’s use controls or is controlled by or under common control of the Leased Premises will not adversely impact on other uses of the building and shall not result in increased wear and tear to the building or increased costs to Landlord; Lessee, (c) the proposed user’s financial condition is equivalent to merged or better than that of Tenant at the time of entering into this Leaseconsolidated with Lessee, as reasonably determined by Landlord; and or (d) Tenant remains bound by purchases more than 50% ownership interest in or to the assets of Lessee to which this applies. Upon assignment, Lessee shall be relieved of all provisions of liabilities and obligations hereunder and Lessor shall look solely to the assignee for performance under this LeaseAgreement and all obligations hereunder. This provision applies Notwithstanding anything contained in this Agreement to both assignments by operation of law the contrary, if Lessee or a corporation or other entity which directly or indirectly (through one or more subsidiaries) controls Lessee is a corporation or other entity whose equity interests are listed and voluntary assignments. Any traded on a nationally recognized securities exchange or over-the-counter market, the transfer, sale or other transfer disposition (including issuance) of a controlling interest stock or other equity interests in Tenant in one such corporation or more transactions shall, for purposes of this paragraph, other entity shall not be deemed an assignment of this Lease unless Agreement. Any assignments will be subject to the transferee or purchaser continues the business in substantially the same manner. Landlord’s consent to any assignment or sublease shall not be deemed a consent to any subsequent assignment or sublease, nor shall it constitute a waiver or release terms of Tenant from any Lease covenants or conditions, and Landlord may collect rent and other payments direct from an assignee or subtenant without releasing Tenant from primary responsibility hereunder. Tenant shall pay Landlord all rent or other payments under any permitted assignment or sublease should such rent or payments exceed, on a per square foot basis, the rent or other payments payable under this Lease. Lessee will provide to Lessor a copy of the assignee’s executed copy of Exhibit E within thirty (30) days of the assignment. (c) Any sublease will be subject to terms of this Lease. Lessee will provide to Lessor a copy of the sublessee’s executed copy of Exhibit E within thirty (30) days of commencement of the sublease.

Assignments and Subleases. Tenant may shall not assign or transfer this Lease nor or any interest therein, or sublet the Leased Premises in whole without the Landlord's prior written consent of Landlordconsent, which consent may be withheld in Landlord's sole discretion. Each assignee shall assume and be deemed to have assumed this Lease and shall become and remain liable jointly and severally with Tenant for the payment of the rent and other payments due hereunder. No assignment shall be binding on Landlord unless such assignee or Tenant shall deliver to Landlord a counterpart of such assignment which contains a covenant of assumption by the assignee, but the failure or refusal of the assignee to execute such instrument of assumption shall not be unreasonably withheld, so long release or discharge the assignee from its liability as (a) set forth above. Landlord’s ground lessor and mortgagee 's consent and to any such assignment or subletting shall in no event release Tenant pays all costs associated with from its continuing liability hereunder unless such consent; (b) the proposed user’s use of the Leased Premises will not adversely impact on other uses of the building and shall not result release is expressly set forth in increased wear and tear to the building or increased costs to Landlord; (c) the proposed user’s financial condition is equivalent to or better than that of Tenant at the time of entering into this Lease, as reasonably determined a writing signed by Landlord; and (d) Tenant remains bound by all provisions of this Lease. This provision applies to both assignments by operation of law and voluntary assignments. Any sale Unless so released, Tenant's liability hereunder shall continue notwithstanding any other or other transfer of a controlling interest in Tenant in one or more transactions shall, for purposes of this paragraph, be deemed an further assignment of this Lease unless the transferee or purchaser continues the business in substantially the same mannersubsequent amendment or revision hereof, Tenant hereby expressly consents to all such amendments and revisions and waives notice thereof. Landlord’s consent to any assignment Tenant's continuing liability hereunder shall be direct, primary and absolute and not secondary or sublease shall not be deemed a consent to any subsequent assignment or sublease, nor shall it constitute a waiver or release of Tenant from any Lease covenants or conditions, and Landlord may collect rent and other payments direct from an assignee or subtenant without releasing Tenant from primary responsibility hereunder. Tenant shall pay Landlord all rent or other payments under any permitted assignment or sublease should such rent or payments exceed, on a per square foot basis, the rent or other payments payable under this Leaseconditional.