By Tenant. Tenant shall not sublet the Leased Premises or assign or encumber its interest in this Lease, whether voluntarily or by operation of law, without Landlord's prior written consent, which consent shall not be unreasonably withheld. In this regard: A. Any attempted subletting, assignment or encumbrance without Landlord's prior consent shall be voidable and, at Landlord's election, shall constitute a default. B. Tenant shall, by written notice, advise Landlord of its desire from and after a stated date (which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of Tenant's notice), to sublet the Leased Premises or any portion thereof for any part of the term hereof, and in such event Landlord shall have the right, to be exercised by giving written notice to Tenant thirty (30) days after receipt of Tenant's notice, to terminate this Lease as to the portion of the Leased Premises described in Tenant's notice and such notice shall, if given, terminate this Lease with respect to the portion of the Leased Premises therein described as of the date stated in Tenant's notice. Said notice by Tenant shall state the name and address of the proposed subtenant, and Tenant shall deliver to Landlord a true and complete copy of the proposed sublease with said notice. If said notice shall specify all of the Leased Premises and Landlord shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Leased Premises, the Base Monthly Rent, as defined in paragraph 3.1 and adjusted pursuant to paragraph 3.2, shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect. -40- 48 C. Tenant agrees to reimburse Landlord all reasonable costs and attorneys' fees incurred by Landlord in conjunction with the processing and documentation of any such requested subletting, assignment or encumbrance. Such sublease, assignment or encumbrance shall not be effective until (i) Tenant shall have paid such costs and fees, (ii) each such sublessee, assignee or transferee shall have agreed in writing for the benefit of Landlord to assume, to be bound by, and to perform the obligations of this Lease to be performed by Tenant, and (iii) an executed copy of such sublease, assignment or encumbrance shall have been delivered to Landlord. D. Consent by Landlord to one or more assignments or encumbrances of this Lease or to one or more sublettings of the Leased Premises shall not be deemed to be a consent to any subsequent assignment, encumbrance, or subletting. E. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment or subletting. F. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, shall be deemed a voluntary assignment of Tenant's interest in this Lease. The phrase "controlling percentage" means the ownership of and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or -41- 49 by operation of law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. G. It is the intent of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy the Premises, and to exercise such other rights as are conferred upon Tenant by this Lease. The parties agree that this Lease is not intended to have a bonus value, nor to serve as a vehicle whereby Tenant may profit by a future Transfer of this Lease or the right to use or occupy the Premises as a result of any favorable terms contained herein or any future changes in the market for leased space. It is the intent of the parties that any such bonus value that may attach to this Lease shall be and remain the exclusive property of Landlord. In order to carry out this intent, if Tenant assigns its interest in this Lease in accordance with this Article, then Tenant shall pay to Landlord all of the net consideration if any received by Tenant as a result of such assignment as and when received by Tenant. If Tenant sublets all or part of the Leased Premises in accordance with this Article, then Tenant shall pay to Landlord all the positive difference, if any, between (i) all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a fraction whose numerator is the leasable area of that portion of the Leased Premises so sublet and whose denominator is Tenant's Gross Leasable Area). Said consideration shall be payable to Landlord on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant. In calculating Landlord's right to any periodic payments, all costs incurred by Tenant incident to the sublease agreement shall be amortized over the term of the sublease. At the time Tenant makes any payment to Landlord required by this subparagraph, Tenant shall deliver an itemized statement of -42- 50 the method by which the amount due Landlord was calculated, certified by Tenant as true and correct. Landlord shall have the right to inspect Tenant's books and records relating to the payments due pursuant to this subparagraph.
Appears in 1 contract
By Tenant. Throughout the Term, except for the Landlord’s maintenance, replacement, and repair obligations specified in this Lease Tenant shall not sublet maintain the Leased Premises in a clean, safe, and operable condition, loss or assign damage caused by the elements or encumber its interest in Landlord and/or any party related thereto, wear and tear, condemnation, and fire and other casualty excepted, and at the termination of this Lease, whether voluntarily or by operation Tenant’s right to possession, Tenant shall return the Leased Premises to Landlord in broom-clean condition. To the extent Tenant fails to perform either obligation within 15 days after the Tenant’s receipt of lawLandlord’s written request specifying the maintenance and/or cleaning Landlord is requesting, without Landlord may, but need not, restore the Leased Premises to such condition and Tenant shall pay the reasonable cost thereof. Additionally, Tenant, at its sole expense, shall repair, replace and maintain in good condition any air conditioning unit exclusively serving Tenant’s computer server room. With respect to any portion of the Leased Premises visible from any common area inside the Building (the “Visible Leased Premises”). Tenant shall (i) maintain such Visible Leased Premises and furniture, fixtures and equipment located therein in a neat and first-class condition throughout the Term and any extension thereof, (ii) not use the Visible Leased Premises exclusively for storage, (iii) obtain Landlord's ’s prior written consent, which consent shall not be unreasonably withheld. In this regard:
A. Any attempted sublettingwithheld or delayed, assignment or encumbrance without Landlord's prior consent shall be voidable andas to the interior paint color, at Landlord's electionsignage, shall constitute a default.
B. Tenant shalland carpeting, contained in the Visible Leased Premises, (iv) complete within the Visible Leased Premises any cleaning reasonably requested by written notice, advise Landlord of its desire from and after a stated date (which shall not be less than thirty (30) days nor more than one hundred eighty (180) within two business days after Landlord’s written request therefor, and (v) complete within the date of Tenant's notice), to sublet the Visible Leased Premises any repairs necessary to fulfill Tenant’s obligations under this Lease within five business days after Landlord’s written request therefor specifying the repair Landlord is requesting and thereafter diligently pursue the same to completion, but no longer than 30 days. Tenant shall repair or replace, subject to Landlord’s direction and supervision, any portion thereof for any part damage to the Project caused by Tenant or its employees, agents, or invitees unless the cost of said repair or replacement is otherwise covered by Landlord’s insurance or would have been covered by Landlord’s insurance had Landlord obtained and maintained the term hereofinsurance required in this Lease. If the repair or replacement is not subject to Landlord’s insurance as specified in the preceding sentence, and Tenant fails to commence to make such repairs or replacements within 15 days after (i) the occurrence of such damage, and (ii) Tenant’s receipt of written notice from Landlord specifying the repair(s) or replacement(s) Landlord is requesting, and thereafter diligently pursue the completion thereof (or, in the case of a bona fide emergency, such event Landlord shall have shorter period of time as is reasonable given the rightcircumstances, to which emergency and shorter period will be exercised by giving specified in Landlord’s written notice to Tenant thirty (30specifying the repair(s) days after receipt of or replacement(s) Landlord is requesting, then Landlord may make the same at Tenant's notice, to terminate this Lease as to the portion of the Leased Premises described in Tenant's notice and such notice shall, if given, terminate this Lease with respect to the portion of the Leased Premises therein described as of the date stated in Tenant's notice. Said notice by Tenant shall state the name and address of the proposed subtenant, and Tenant shall deliver to Landlord a true and complete copy of the proposed sublease with said notice’s cost. If said notice shall specify all any such damage occurs outside of the Leased Premises and Landlord shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Leased Premises, or if such damage occurs inside the Base Monthly RentLeased Premises but affects the Building’s Systems and/or Building’s structure or any other area outside the Leased Premises, and the repair or replacement related to such damage is not subject to Landlord’s insurance coverage as defined specified above in paragraph 3.1 and adjusted pursuant this paragraph, then Landlord may elect to paragraph 3.2repair such damage at Tenant’s expense, rather than having Tenant repair such damage. The cost of all maintenance, repair or replacement work performed by Landlord under this Section, in each case plus an administrative fee of 6 % of such cost, shall be adjusted on a pro rata basis paid by Tenant to Landlord within 30 days after Landlord has invoiced Tenant therefor. Tenant’s obligations to repair and/or maintain contained in this paragraph shall be limited to the number interior of square feet retained by Tenantthe Leased Premises, and this Lease as so amended shall continue thereafter in full force no event include any structural elements, any building systems (including without limitation plumbing systems, sprinkler systems, and effect. -40- 48
C. Tenant agrees HVAC ducts), regular wear and tear or casualty loss to reimburse Landlord all reasonable costs and attorneys' fees incurred the extent that they are to be insured by property insurance specified to be carried by Landlord in conjunction with the processing and documentation of any such requested subletting, assignment or encumbrance. Such sublease, assignment or encumbrance shall not be effective until (i) Tenant shall have paid such costs and fees, (ii) each such sublessee, assignee or transferee shall have agreed in writing for the benefit of Landlord to assume, to be bound by, and to perform the obligations of this Lease to be performed by Tenant, and (iii) an executed copy of such sublease, assignment or encumbrance shall have been delivered to Landlord.
D. Consent by Landlord to one or more assignments or encumbrances of this Lease or to one or more sublettings of the Leased Premises shall not be deemed to be a consent to any subsequent assignment, encumbrance, or subletting.
E. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment or subletting.
F. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, shall be deemed a voluntary assignment of Tenant's interest in this Lease. The phrase "controlling percentage" means the ownership of and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or -41- 49 by operation of law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment.
G. It is the intent of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy the Premises, and to exercise such other rights as are conferred upon Tenant by this Lease. The parties agree that this Lease is not intended to have a bonus value, nor to serve as a vehicle whereby Tenant may profit by a future Transfer of this Lease or the right to use or occupy the Premises as a result of any favorable terms contained herein or any future changes in the market for leased space. It is the intent of the parties that any such bonus value that may attach to this Lease shall be and remain the exclusive property of Landlord. In order to carry out this intent, if Tenant assigns its interest in this Lease in accordance with this Article, then Tenant shall pay to Landlord all of the net consideration if any received by Tenant as a result of such assignment as and when received by Tenant. If Tenant sublets all or part of the Leased Premises in accordance with this Article, then Tenant shall pay to Landlord all the positive difference, if any, between (i) all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a fraction whose numerator is the leasable area of that portion of the Leased Premises so sublet and whose denominator is Tenant's Gross Leasable Area). Said consideration shall be payable to Landlord on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant. In calculating Landlord's right to any periodic payments, all costs incurred by Tenant incident to the sublease agreement shall be amortized over the term of the sublease. At the time Tenant makes any payment to Landlord required by this subparagraph, Tenant shall deliver an itemized statement of -42- 50 the method by which the amount due Landlord was calculated, certified by Tenant as true and correct. Landlord shall have the right to inspect Tenant's books and records relating to the payments due pursuant to this subparagraph.
Appears in 1 contract
By Tenant. VI.2.1 Tenant may from time to time, at its own expense, alter, renovate or improve the non-structural interior of the Premises provided (i) the same be performed in a good and workmanlike manner, in accordance with accepted building practices, (ii) completed so as not to weaken or impair the strength or lessen the value of the Building in which the Premises are located and (iii) do not have an aggregate cost in excess of $10,000.00. No changes, alterations or improvements affecting the structure or the exterior of the Premises or the Building or the Building systems shall be made by Tenant without the prior written approval of Landlord, which may be unreasonably withheld. Any work done by Tenant under the provisions of this Section shall not interfere with the use by the other tenants of their premises in the Building. Tenant also agrees to pay 100% of any increase in the Real Estate Taxes or Landlord's Personal Property Taxes resulting from such improvements by or for Tenant. With respect to all other alterations, renovations or improvements which Tenant may propose making in or to the Premises, Tenant shall not sublet be required to obtain Landlord's prior written consent in the Leased manner set forth in Article V hereof. All alterations, renovations and improvements made by Tenant hereunder must be made in accordance with all applicable zoning and Building Code laws, rules and regulations, Tenant must procure permits prior to any such work, and no such work may be deemed properly completed by Tenant until the applicable zoning and Building Code authorities shall deliver to Tenant a Certificate of Completion or Occupancy or a Final Inspection Report permitting the occupancy and use of the Premises by Tenant (and a copy thereof shall have been delivered by Tenant to Landlord within two business days of receipt thereof by Tenant.
VI.2.2 All alterations, decorations, additions and improvements made by Tenant, or assign or encumber its interest made by Landlord on Tenant's behalf as provided in this Lease, whether voluntarily shall remain the property of Tenant for the Lease Term or by operation of lawany extension or renewal thereof, but they shall not be removed from the Premises without Landlord's the prior written consentconsent of Landlord, which consent shall not be unreasonably withheld. In this regard:
A. Any attempted subletting, assignment or encumbrance without Landlord's prior consent shall be voidable and, at Landlord's election, shall constitute a default.
B. Tenant shall, by VI.2.3 Upon obtaining the prior written notice, advise Landlord of its desire from and after a stated date (which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of Tenant's notice), to sublet the Leased Premises or any portion thereof for any part of the term hereof, and in such event Landlord shall have the right, to be exercised by giving written notice to Tenant thirty (30) days after receipt of Tenant's notice, to terminate this Lease as to the portion of the Leased Premises described in Tenant's notice and such notice shall, if given, terminate this Lease with respect to the portion of the Leased Premises therein described as of the date stated in Tenant's notice. Said notice by Tenant shall state the name and address of the proposed subtenant, and Tenant shall deliver to Landlord a true and complete copy of the proposed sublease with said notice. If said notice shall specify all of the Leased Premises and Landlord shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Leased Premises, the Base Monthly Rent, as defined in paragraph 3.1 and adjusted pursuant to paragraph 3.2, shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect. -40- 48
C. Tenant agrees to reimburse Landlord all reasonable costs and attorneys' fees incurred by Landlord in conjunction with the processing and documentation of any such requested subletting, assignment or encumbrance. Such sublease, assignment or encumbrance shall not be effective until (i) Tenant shall have paid such costs and fees, (ii) each such sublessee, assignee or transferee shall have agreed in writing for the benefit of Landlord to assume, to be bound by, and to perform the obligations of this Lease to be performed by Tenant, and (iii) an executed copy of such sublease, assignment or encumbrance shall have been delivered to Landlord.
D. Consent by Landlord to one or more assignments or encumbrances of this Lease or to one or more sublettings of the Leased Premises shall not be deemed to be a consent to any subsequent assignment, encumbrance, or subletting.
E. No subletting or assignment, even with the consent of Landlord, Tenant shall relieve remove such alterations, decorations, additions and improvements and restore the Premises as provided in Section VI.5, and if Tenant of its personal fails to do so and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord moves from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment or subletting.
F. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, shall be deemed a voluntary assignment of Tenant's interest in this Lease. The phrase "controlling percentage" means the ownership of and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or -41- 49 by operation of law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment.
G. It is the intent of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy the Premises, all such alterations, decorations, additions and to exercise such other rights as are conferred upon Tenant by this Lease. The parties agree that this Lease is not intended to have a bonus value, nor to serve as a vehicle whereby Tenant may profit by a future Transfer of this Lease or improvements shall become the right to use or occupy the Premises as a result of any favorable terms contained herein or any future changes in the market for leased space. It is the intent of the parties that any such bonus value that may attach to this Lease shall be and remain the exclusive property of Landlord. In order to carry out this intent, if who may charge Tenant assigns its interest in this Lease in accordance with this Article, then Tenant shall pay to Landlord for storing or disposing of any or all of the net consideration if any received by Tenant as a result of such assignment as and when received by Tenant. If Tenant sublets all or part of the Leased Premises in accordance with this Article, then Tenant shall pay to Landlord all the positive difference, if any, between (i) all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a fraction whose numerator is the leasable area of that portion of the Leased Premises so sublet and whose denominator is Tenant's Gross Leasable Area). Said consideration shall be payable to Landlord on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant. In calculating Landlord's right to any periodic payments, all costs incurred by Tenant incident to the sublease agreement shall be amortized over the term of the sublease. At the time Tenant makes any payment to Landlord required by this subparagraph, Tenant shall deliver an itemized statement of -42- 50 the method by which the amount due Landlord was calculated, certified by Tenant as true and correct. Landlord shall have the right to inspect Tenant's books and records relating to the payments due pursuant to this subparagraphproperty.
Appears in 1 contract
Sources: Office Lease (Ibasis Inc)
By Tenant. In the event Tenant shall fail to pay the monthly rental rate within seven (7) days of the date upon which it receives written notice from Landlord that such payment has not sublet been made in accordance with the Leased Premises or assign or encumber its interest in terms of this Lease; or if Tenant is adjudicated a bankrupt; or if Tenant files a petition in bankruptcy under any Section or provision of the bankruptcy code: or if an involuntary petition in bankruptcy is filed against Tenant, whether voluntarily and same is not withdrawn or by operation of lawdismissed within sixty (60) days from filing thereof, without Landlordor if a receiver or trustee is appointed for Tenant's prior written consent, which consent shall not be unreasonably withheld. In this regard:
A. Any attempted subletting, assignment property and the order appointing such receiver or encumbrance without Landlord's prior consent shall be voidable and, at Landlord's election, shall constitute a default.
B. Tenant shall, by written notice, advise Landlord of its desire from and after a stated date (which shall not be less than trustee remains in force for thirty (30) days nor more than one hundred eighty after the entry of such order; or if, whether voluntarily or involuntarily, Tenant takes advantage of any debtor relief proceedings under any present or future law, reduced payment thereof deferred; or if Tenant makes an assignment for the benefit of the creditors; or if Tenant's effects shall be levied upon or attached under process against Tenant, not satisfied or dissolved within thirty (18030) days after the date of Tenant's notice), written notice from Landlord to sublet Tenant to obtain satisfaction thereof; or if Tenant shall vacate or abandon the Leased Premises Premises; or if Tenant shall fail to perform or observe any portion thereof for any part other covenant, agreement, or condition to be performed or kept by the Tenant under the terms and provisions of the term hereofthis Lease, and such failure shall continue for thirty (30) days after written notice thereof has been given by Landlord to the Tenant (unless Tenant cannot cure such defect in thirty (30) days) then in any one of such event events, Landlord shall have the right, at the option of the Landlord, then or at any time thereafter while such defaults continue, to elect either: (1) to cure such default or defaults at the expense of Tenant and without prejudice to any other remedies which it might otherwise have, any payment made or expenses incurred by Landlord in curing such default shall bear interest thereon current lending rate or at the legal rate whichever shall be lower, to be exercised and become additional rent to be paid by giving written notice Tenant with the next installment of rent becoming due thereafter; or (2) to Tenant thirty (30) days after receipt of Tenant's notice, to terminate this Lease as to the portion of re-enter the Leased Premises described in and dispossess Tenant's notice and such notice shall, if given, terminate this Lease with respect to the portion or without an order of the Leased Premises therein described as of the date stated in Tenant's notice. Said notice by Tenant shall state the name and address of the proposed subtenantcourt, and Tenant shall deliver to Landlord a true remove their effects, and take complete copy of the proposed sublease with said notice. If said notice shall specify all possession of the Leased Premises and Landlord shall give said termination notice with respect thereto, then elect to take any one of the following actions: (i) declare this Lease shall terminate on forfeited and the date stated in Tenant's notice. If, however, term ended; or (ii) elect to continue this Lease shall terminate pursuant to the foregoing with respect to less than all the Leased Premises, the Base Monthly Rent, as defined in paragraph 3.1 and adjusted pursuant to paragraph 3.2, shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect. -40- 48
C. Tenant agrees to reimburse Landlord all reasonable costs and attorneys' fees incurred by Landlord in conjunction with the processing and documentation of any such requested subletting, assignment ; or encumbrance. Such sublease, assignment or encumbrance shall not be effective until (i) Tenant shall have paid such costs and fees, (ii) each such sublessee, assignee or transferee shall have agreed in writing for the benefit of Landlord to assume, to be bound by, and to perform the obligations of this Lease to be performed by Tenant, and (iii) an executed copy of such sublease, assignment or encumbrance shall have been delivered declare Tenant's right to Landlord.
D. Consent by Landlord to one or more assignments or encumbrances of this Lease or to one or more sublettings possession of the Leased Premises shall not be deemed to be a consent terminated; or (iv) exercise any other remedies or maintain any action permitted under the law. In such re-entry the Landlord may, without committing trespass, have all persons and Tenant's personal property removed from the Leased Premises. Tenant hereby covenants in such event for itself and all others occupying the Leased Premises under Tenant to peacefully yield up and surrender the Leased Premises to the Landlord. Should Landlord declare either (i) this Lease forfeited and the term ended; (ii) the termination of Tenant's right to possession of the Leased Premises; then in any subsequent assignmentone such events, encumbrance, or subletting.
E. No subletting or assignment, even with the consent of Landlord, Landlord shall relieve be entitled to recover from Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed sums due and owing by Tenant hereunder. The acceptance to the date of rent by Landlord from any person shall not be deemed to be a waiver by Landlord termination, plus the costs of any provision of this Lease or to be a consent to any assignment or subletting.
F. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, shall be deemed a voluntary assignment curing all of Tenant's interest in this Lease. The phrase "controlling percentage" means defaults existing at or prior to the ownership date of and termination less the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or -41- 49 by operation of law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment.
G. It is the intent of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy the Premises, and to exercise such other rights as are conferred upon Tenant by this Lease. The parties agree that this Lease is not intended to have a bonus value, nor to serve as a vehicle whereby Tenant may profit by a future Transfer of this Lease or the right to use or occupy the Premises as a result of any favorable terms contained herein or any future changes in the market for leased space. It is the intent of the parties that any such bonus reasonable rental value that may attach to this Lease shall be and remain the exclusive property of Landlord. In order to carry out this intent, if Tenant assigns its interest in this Lease in accordance with this Article, then Tenant shall pay to Landlord all of the net consideration if any received by Tenant as a result of such assignment as and when received by Tenant. If Tenant sublets all or part of the Leased Premises in accordance with this Article, then Tenant shall pay to Landlord all the positive difference, if any, between (i) all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a fraction whose numerator is the leasable area of that portion of the Leased Premises so sublet and whose denominator is Tenant's Gross Leasable Area). Said consideration shall be payable to Landlord on for the same basisperiod. Should Landlord elect to continue this Lease in full force and effect, whether periodic or in lump sum, that such consideration is paid to Tenant by Landlord shall waive its subtenant. In calculating Landlord's right to any periodic paymentsdeclare Tenant in default until such time as another such incident of default, all costs incurred by Tenant incident to the sublease agreement shall be amortized over the term of the sublease. At the time Tenant makes any payment to Landlord required by this subparagraphas defined herein, Tenant shall deliver an itemized statement of -42- 50 the method by which the amount due Landlord was calculated, certified by Tenant as true and correct. Landlord shall have the right to inspect Tenant's books and records relating to the payments due pursuant to this subparagraphoccurs again.
Appears in 1 contract
By Tenant. The Landlord will pay the Tenant shall not sublet for the Leased cost of --------- the Tenant Improvements up to an amount equal to the product obtained by multiplying the number of square feet in the Premises or assign or encumber its interest in this Leaseby $12.50 per square foot ----- (the "Allowance"). For example, whether voluntarily or by operation if the Premises contained 98,761 square feet, ------ the Landlord will pay the Tenant the sum of law$1,234,512.50. If the costs of ------------ these improvements exceed the Allowance, without it is the Tenant's responsibility to pay for those costs. The Landlord's prior written consent, which consent Mortgagee shall not be unreasonably withheldhave the right to inspect the construction of the Tenant Improvements at such stages of completion as said Mortgagee deems appropriate. In this regard:
A. Any attempted subletting, assignment or encumbrance without Landlord's prior consent shall be voidable and, at Landlord's election, shall constitute a default.
B. Tenant shall, by written notice, advise Landlord of its desire from and after a stated date (which shall not be less than Within thirty (30) days nor more than one hundred eighty after the Tenant completes the construction of Tenant Improvements, Tenant shall submit to the Landlord: (180a) a written representation that all bills for labor and materials with respect to all work done in connection with the Tenant Improvements have been paid in full; and (b) copies of paid receipts and, if requested, lien waivers for such labor and materials, and thereafter, within five (5) days after receipt thereof from Landlord's Mortgagee, the date of Tenant's notice), Landlord shall send to sublet the Leased Premises or any portion thereof for any part Tenant a check made payable to the order of the term hereofTenant in the amount equal to the documented cost of the Tenant Improvements up to the amount of the Allowance. Notwithstanding the foregoing, failure of the Mortgagee to fund the Allowance shall not relieve Landlord from its obligation to pay the Allowance to Tenant. The Tenant will obtain Landlord's approval of such improvements as set forth in subsection 10.3 below. Notwithstanding anything to the contrary contained in this Lease, the Landlord shall not be required to make any initial improvements to the Premises. Notwithstanding anything to the contrary contained in this Lease, the Tenant shall make a list of all doors, partitions, fixtures and other usable equipment that it will not be using in the Premises, and in shall provide such event list to the Landlord before the Rent Commencement Date (Fifth Floor). The Landlord shall have the right, to be exercised by giving written notice to Tenant thirty (30) days after receipt of Tenant's noticebut not the obligation, to terminate this Lease as to the portion of the Leased Premises described in Tenant's notice keep and such notice shall, if given, terminate this Lease with respect to the portion of the Leased Premises therein described as of the date stated in Tenant's notice. Said notice by Tenant shall state the name and address of the proposed subtenant, and Tenant shall deliver to Landlord a true and complete copy of the proposed sublease with said notice. If said notice shall specify remove any or all of the Leased Premises and Landlord such items, which shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Leased Premises, the Base Monthly Rent, as defined in paragraph 3.1 and adjusted pursuant to paragraph 3.2, shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect. -40- 48
C. Tenant agrees to reimburse Landlord all reasonable costs and attorneys' fees incurred by Landlord in conjunction with the processing and documentation of any such requested subletting, assignment or encumbrance. Such sublease, assignment or encumbrance shall not be effective until (i) Tenant shall have paid such costs and fees, (ii) each such sublessee, assignee or transferee shall have agreed in writing for the benefit of Landlord to assume, to be bound by, and to perform the obligations of this Lease to be performed by Tenant, and (iii) an executed copy of such sublease, assignment or encumbrance shall have been delivered to Landlord.
D. Consent by Landlord to one or more assignments or encumbrances of this Lease or to one or more sublettings of the Leased Premises shall not then be deemed to be a consent to any subsequent assignment, encumbrance, or subletting.
E. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all property of the other obligations Landlord. Any such items that the Landlord elects not to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person possess shall not be deemed belong to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment or subletting.
F. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of the Tenant, or and the sale or other transfer in the aggregate over the Lease Term of a controlling percentage Tenant shall be responsible for properly disposing of the capital stock of Tenant, shall be deemed a voluntary assignment of Tenant's interest in this Lease. The phrase "controlling percentage" means the ownership of and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or -41- 49 by operation of law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignmentsame.
G. It is the intent of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy the Premises, and to exercise such other rights as are conferred upon Tenant by this Lease. The parties agree that this Lease is not intended to have a bonus value, nor to serve as a vehicle whereby Tenant may profit by a future Transfer of this Lease or the right to use or occupy the Premises as a result of any favorable terms contained herein or any future changes in the market for leased space. It is the intent of the parties that any such bonus value that may attach to this Lease shall be and remain the exclusive property of Landlord. In order to carry out this intent, if Tenant assigns its interest in this Lease in accordance with this Article, then Tenant shall pay to Landlord all of the net consideration if any received by Tenant as a result of such assignment as and when received by Tenant. If Tenant sublets all or part of the Leased Premises in accordance with this Article, then Tenant shall pay to Landlord all the positive difference, if any, between (i) all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a fraction whose numerator is the leasable area of that portion of the Leased Premises so sublet and whose denominator is Tenant's Gross Leasable Area). Said consideration shall be payable to Landlord on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant. In calculating Landlord's right to any periodic payments, all costs incurred by Tenant incident to the sublease agreement shall be amortized over the term of the sublease. At the time Tenant makes any payment to Landlord required by this subparagraph, Tenant shall deliver an itemized statement of -42- 50 the method by which the amount due Landlord was calculated, certified by Tenant as true and correct. Landlord shall have the right to inspect Tenant's books and records relating to the payments due pursuant to this subparagraph.
Appears in 1 contract
Sources: Office Lease (Creditrust Corp)
By Tenant. By taking possession of the Premises, Tenant shall not sublet be deemed to have accepted the Leased Premises or assign or encumber its interest as being in good and sanitary order, condition and repair and to have accepted the Premises in their condition existing as of the date of such possession, subject to all applicable laws, covenants, conditions, restrictions, easements, and other matters of public record and the Rules and Regulations from time to time promulgated by Landlord governing the use of any portion of the Project. Tenant shall further be deemed to have accepted the Tenant improvements constructed by Landlord, if any, as being completed in accordance with the plans and specifications for such improvements, excluding only the punch list items referred to in Article 4a. above. Tenant shall at Tenant's sole cost and expense, keep every part of the Premises in good condition and repair, ordinary wear and tear excepted. If Tenant fails to maintain the Premises as required by this Lease, whether voluntarily Landlord may give Tenant notice to do such acts as are reasonably required to so maintain the Premises and if Tenant fails to commence such work immediately in an emergency or by operation of law, without Landlord's prior written consent, which consent shall not be unreasonably withheld. In this regard:
A. Any attempted subletting, assignment or encumbrance without Landlord's prior consent shall be voidable and, at Landlord's election, shall constitute a default.
B. Tenant shall, by written notice, advise Landlord of its desire from and after a stated date (which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after where immediate action is required to protect the date of Tenant's notice), to sublet the Leased Premises or any portion thereof for any part of the term hereofProject, and in such event Landlord shall have the right, to be exercised by giving written notice to Tenant thirty or within ten (3010) days after receipt of Tenant's notice, to terminate this Lease as to the portion of the Leased Premises described in Tenant's notice and such notice shall, if given, terminate this Lease with respect to the portion of the Leased Premises therein described as of the date stated in Tenant's notice. Said notice by Tenant shall state the name and address of the proposed subtenantis given under other circumstances, and Tenant shall deliver diligently prosecute it to completion, then Landlord a true and complete copy of the proposed sublease with said notice. If said notice shall specify or Landlord's agents, in addition to all of the Leased Premises rights and Landlord shall give said termination notice with respect theretoremedies available hereunder or by law and without waiving any alternative remedies, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Leased Premises, the Base Monthly Rent, as defined in paragraph 3.1 and adjusted pursuant to paragraph 3.2, shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect. -40- 48
C. Tenant agrees to reimburse Landlord all reasonable costs and attorneys' fees incurred by Landlord in conjunction with the processing and documentation of any such requested subletting, assignment or encumbrance. Such sublease, assignment or encumbrance shall not be effective until (i) Tenant shall have paid such costs and fees, (ii) each such sublessee, assignee or transferee shall have agreed in writing for the benefit of Landlord to assume, to be bound by, and to perform the obligations of this Lease to be performed by Tenant, and (iii) an executed copy of such sublease, assignment or encumbrance shall have been delivered to Landlord.
D. Consent by Landlord to one or more assignments or encumbrances of this Lease or to one or more sublettings of the Leased Premises shall not be deemed to be a consent to any subsequent assignment, encumbrance, or subletting.
E. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment or subletting.
F. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, shall be deemed a voluntary assignment of Tenant's interest in this Lease. The phrase "controlling percentage" means the ownership of and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or -41- 49 by operation of law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment.
G. It is the intent of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy the Premises, and to exercise such other rights as are conferred upon Tenant by this Lease. The parties agree that this Lease is not intended to have a bonus value, nor to serve as a vehicle whereby Tenant may profit by a future Transfer of this Lease or the right to use or occupy the Premises as a result of any favorable terms contained herein or any future changes in the market for leased space. It is the intent of the parties that any such bonus value that may attach to this Lease shall be and remain the exclusive property of Landlord. In order to carry out this intent, if Tenant assigns its interest in this Lease in accordance with this Article, then Tenant shall pay to Landlord all of the net consideration if any received by Tenant as a result of such assignment as and when received by Tenant. If Tenant sublets all or part of the Leased Premises in accordance with this Article, then Tenant shall pay to Landlord all the positive difference, if any, between (i) all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a fraction whose numerator is the leasable area of that portion of the Leased Premises so sublet and whose denominator is Tenant's Gross Leasable Area). Said consideration shall be payable to Landlord on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant. In calculating Landlord's right to any periodic payments, all costs incurred by Tenant incident to the sublease agreement shall be amortized over the term of the sublease. At the time Tenant makes any payment to Landlord required by this subparagraph, Tenant shall deliver an itemized statement of -42- 50 the method by which the amount due Landlord was calculated, certified by Tenant as true and correct. Landlord shall have the right to inspect Tenant's books enter the Premises and records relating to do such acts and expend such funds at the payments due expense of Tenant as are reasonably required to perform such work. Any amount so expended by Landlord shall be paid by Tenant to Landlord as additional rent, upon demand. With respect to any work performed by Landlord pursuant to this subparagraphArticle 11.a., Landlord shall be liable to Tenant only for physical damage caused to Tenant's personal property located within the Premises to the extent such damage is caused by Landlord's active negligence or willfulmisconduct and such damage is neither insured against nor required to be insured against by Tenant pursuant to this Lease. In no event shall Landlord have any liability to Tenant for any other damages, or for any inconvenience or interference with the use of the Premises by Tenant, or for any consequential damages, including lost profits, as a result of performing any such work. Except as specifically provided in an addendum, if any, to this Lease, Landlord shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof and the panics hereto affirm that Landlord has made no representations or warranty to Tenant respecting the condition of the Premises or any part of the Project except as specifically set forth in this Lease.
Appears in 1 contract
Sources: Office Lease (QCS Net Corp)
By Tenant. This Paragraph 6.1 does not relate to the Tenant Improvements installed in accordance with and pursuant to the Work Letter, but to alterations, modifications, and improvements made after the date the Tenant Improvements are substantially completed. Tenant shall not sublet make any Building C Non-Standard Office Improvements until Landlord shall have first approved, in writing, the Leased Premises plans and specifications therefor, which approval may be withheld in Landlord’s sole discretion as to Non-Standard Office Improvements which affect the Building façade, structure, or assign systems, and otherwise such approval may be withheld in Landlord’s reasonable discretion. Landlord’s written approval shall, if applicable, also contain Landlord’s election to require Tenant to remove the subject Non-Standard Office Improvements at the expiration or encumber its interest in earlier termination of this Lease, whether voluntarily in which event Tenant shall be obligated to do so. All modifications, alterations or improvements shall be made, constructed or installed by operation Tenant at Tenant’s expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord which approval shall not be unreasonably withheld or delayed, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and Restrictions and in a good and workmanlike manner using new materials of lawgood quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) any and all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five (5) business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder’s risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Common Areas (except the Exclusive Use Common Areas). As used in this Article, the term “modifications, alterations and/or improvements” shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Notwithstanding the foregoing, Tenant, without Landlord's ’s prior written consent, which consent shall not be unreasonably withheld. In this regard:
A. Any attempted subletting, assignment or encumbrance without Landlord's prior consent shall be voidable andpermitted to make alterations to the Leased Premises which are not Non-Standard Office Improvements provided that: (a) Tenant shall timely provide Landlord the notices required pursuant to Paragraph 4.9 above, at Landlord's election(b) Tenant shall have secured the approval of all governmental authorities and all permits required by governmental authorities having jurisdiction over such approvals and permits for such alterations, and shall constitute a default.
B. provide copies of such approvals and permits to Landlord prior to commencing any work with respect to such alterations, and (c) Tenant shall, by written notice, advise shall notify Landlord of its desire from and after a stated date (which shall not be less than in writing within thirty (30) days nor more than one hundred eighty (180) days after the date of Tenant's notice), to sublet the Leased Premises or any portion thereof for any part completion of the term hereof, alteration and in such event Landlord shall have the right, to be exercised by giving written notice to Tenant thirty (30) days after receipt of Tenant's notice, to terminate this Lease as to the portion of the Leased Premises described in Tenant's notice and such notice shall, if given, terminate this Lease with respect to the portion of the Leased Premises therein described as of the date stated in Tenant's notice. Said notice by Tenant shall state the name and address of the proposed subtenant, and Tenant shall deliver to Landlord a true and complete copy set of the proposed sublease with said notice. If said notice shall specify all of the Leased Premises plans and Landlord shall give said termination notice with respect theretospecifications therefor, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant either “as built” or marked to the foregoing with respect to less than all the Leased Premises, the Base Monthly Rent, as defined in paragraph 3.1 and adjusted pursuant to paragraph 3.2, shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect. -40- 48
C. Tenant agrees to reimburse Landlord all reasonable costs and attorneys' fees incurred by Landlord in conjunction with the processing and documentation of any such requested subletting, assignment or encumbrance. Such sublease, assignment or encumbrance shall not be effective until (i) Tenant shall have paid such costs and fees, (ii) each such sublessee, assignee or transferee shall have agreed in writing for the benefit of Landlord to assume, to be bound by, and to perform the obligations of this Lease to be performed by Tenant, and (iii) an executed copy of such sublease, assignment or encumbrance shall have been delivered to Landlordshow construction changes made.
D. Consent by Landlord to one or more assignments or encumbrances of this Lease or to one or more sublettings of the Leased Premises shall not be deemed to be a consent to any subsequent assignment, encumbrance, or subletting.
E. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment or subletting.
F. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, shall be deemed a voluntary assignment of Tenant's interest in this Lease. The phrase "controlling percentage" means the ownership of and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or -41- 49 by operation of law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment.
G. It is the intent of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy the Premises, and to exercise such other rights as are conferred upon Tenant by this Lease. The parties agree that this Lease is not intended to have a bonus value, nor to serve as a vehicle whereby Tenant may profit by a future Transfer of this Lease or the right to use or occupy the Premises as a result of any favorable terms contained herein or any future changes in the market for leased space. It is the intent of the parties that any such bonus value that may attach to this Lease shall be and remain the exclusive property of Landlord. In order to carry out this intent, if Tenant assigns its interest in this Lease in accordance with this Article, then Tenant shall pay to Landlord all of the net consideration if any received by Tenant as a result of such assignment as and when received by Tenant. If Tenant sublets all or part of the Leased Premises in accordance with this Article, then Tenant shall pay to Landlord all the positive difference, if any, between (i) all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a fraction whose numerator is the leasable area of that portion of the Leased Premises so sublet and whose denominator is Tenant's Gross Leasable Area). Said consideration shall be payable to Landlord on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant. In calculating Landlord's right to any periodic payments, all costs incurred by Tenant incident to the sublease agreement shall be amortized over the term of the sublease. At the time Tenant makes any payment to Landlord required by this subparagraph, Tenant shall deliver an itemized statement of -42- 50 the method by which the amount due Landlord was calculated, certified by Tenant as true and correct. Landlord shall have the right to inspect Tenant's books and records relating to the payments due pursuant to this subparagraph.
Appears in 1 contract
By Tenant. In the event of a failure by Tenant to perform any of its covenants or agreements under this Agreement, Subtenant shall give Tenant written notice of such failure and shall give Tenant five (5) days more than the period provided in Section 10.2 of the Sublease to cure or commence to cure such failure prior to any claim for breach or damages. Subtenant’s exclusive remedies against Tenant shall not sublet the Leased Premises or assign or encumber its interest be those set forth in this Lease, whether voluntarily or by operation of law, without Landlord's prior written consent, which consent shall not be unreasonably withheld. In this regard:
A. Any attempted subletting, assignment or encumbrance without Landlord's prior consent shall be voidable and, at Landlord's election, shall constitute a default.
B. Tenant shall, by written notice, advise Landlord of its desire from and after a stated date (which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of Tenant's notice), to sublet the Leased Premises or any portion thereof for any part Section 10.2 of the term hereofSublease. Notwithstanding the foregoing, and in such event Landlord shall have the right, to be exercised by giving written notice to Tenant thirty (30) days after receipt of hereby acknowledges that Tenant's notice, to terminate this Lease as to the portion of the Leased Premises described in Tenant's notice and such notice shall, if given, terminate this Lease with respect to the portion of the Leased Premises therein described as of the date stated in Tenant's notice. Said notice by Tenant shall state the name and address of the proposed subtenant, and Tenant shall deliver to Landlord a true and complete copy of the proposed sublease with said notice. If said notice shall specify all of the Leased Premises and Landlord shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Leased Premises, the Base Monthly Rent, as defined in paragraph 3.1 and adjusted pursuant to paragraph 3.2, shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect. -40- 48
C. Tenant agrees to reimburse Landlord all reasonable costs and attorneys' fees incurred by Landlord in conjunction with the processing and documentation of any such requested subletting, assignment or encumbrance. Such sublease, assignment or encumbrance shall not be effective until (i) Tenant shall have paid such costs and fees, (ii) each such sublessee, assignee or transferee shall have agreed in writing for the benefit of Landlord to assume, to be bound by, and to perform the obligations of this Lease to be performed by Tenant, and (iii) an executed copy of such sublease, assignment or encumbrance shall have been delivered to Landlord.
D. Consent by Landlord to one or more assignments or encumbrances of this Lease or to one or more sublettings of the Leased Premises shall not be deemed to be a consent to any subsequent assignment, encumbrance, or subletting.
E. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation ’s failure to pay the rent and to perform all of the other obligations to be performed sums owing by Tenant hereunder. The acceptance of rent by Landlord from any person shall to Sublandlord under the Sublease will cause Subtenant to incur damages, costs and expenses not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment or subletting.
F. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, shall be deemed a voluntary assignment of Tenant's interest in this Lease. The phrase "controlling percentage" means the ownership of and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or -41- 49 by operation of law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment.
G. It is the intent of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy the Premises, and to exercise such other rights as are conferred upon Tenant contemplated by this Lease. The parties agree that this Lease is not intended Sublease, especially in those cases where Subtenant has paid sums to have a bonus value, nor Tenant hereunder which correspond in whole or in part to serve as a vehicle whereby Tenant may profit by a future Transfer of this Lease or the right to use or occupy the Premises as a result of any favorable terms contained herein or any future changes in the market for leased space. It is the intent of the parties that any such bonus value that may attach to this Lease shall be and remain the exclusive property of Landlord. In order to carry out this intent, if Tenant assigns its interest in this Lease in accordance with this Article, then Tenant shall pay to Landlord all of the net consideration if any received amounts owing by Tenant as a result of such assignment as and when received by Tenantto Sublandlord under the Sublease. If Tenant sublets all or part of the Leased Premises in accordance with this ArticleAccordingly, then Tenant shall pay to Landlord all the positive difference, if any, between (i) all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a fraction whose numerator is the leasable area of that portion of the Leased Premises so sublet and whose denominator is Tenant's Gross Leasable Area). Said consideration shall be payable to Landlord on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant. In calculating Landlord's right to any periodic payments, all costs incurred by Tenant incident to the sublease agreement shall be amortized over the term of the sublease. At the time Tenant makes any payment to Landlord required by this subparagraph, Tenant shall deliver an itemized statement of -42- 50 the method by which the amount due Landlord was calculated, certified by Tenant as true and correct. Landlord Subtenant shall have the right to inspect Tenant's books pay all rent and records relating other sums owing by Subtenant to Tenant hereunder for those items which also are owed by Tenant to Sublandlord under the payments due pursuant Master Lease directly to Sublandlord on the following terms and conditions: (i) Subtenant reasonably believes that Tenant has failed to make any payment required to be made by Tenant to Sublandlord under the Sublease and Tenant fails to provide adequate proof of payment within two (2) business days after Subtenant’s written demand requesting such proof; (ii) Subtenant shall provide to Tenant concurrently with any payment to Sublandlord reasonable evidence of such payment; and (iii) if Tenant notifies Subtenant that it disputes any amount demanded by Sublandlord, Subtenant shall not make any such payment to Sublandlord unless Sublandlord has provided a three-day notice to pay such amount or forfeit the Sublease. Any sums paid directly by Subtenant to Sublandlord in accordance with this subparagraphsection shall be credited toward the amounts payable by Subtenant to Tenant under this Agreement.
Appears in 1 contract
Sources: Sub Sublease (Glu Mobile Inc)
By Tenant. Tenant shall not sublet If Landlord uses any portion of the Leased Premises or assign or encumber its interest in this LeaseSecurity Deposit, whether voluntarily or by operation of law, without Landlord's prior written consent, which consent shall not be unreasonably withheld. In this regard:
A. Any attempted subletting, assignment or encumbrance without Landlord's prior consent shall be voidable and, at Landlord's election, shall constitute a default.
B. Tenant shall, by written notice, advise Landlord of its desire from and after a stated date within five (which shall not be less than thirty (305) days nor more than one hundred eighty after demand, restore the Security Deposit to its original amount. Landlord shall return any unapplied portion of the Security Deposit to Tenant within forty-five (18045) days after the date of Tenant's notice), later to sublet the Leased Premises or any portion thereof for any part occur of the term hereofTermination Date or the date Tenant surrenders the Premises to Landlord in compliance with Article 25 (provided that Landlord may retain therefrom Landlord’s reasonable estimate of the amount of Expense Excess and Tax Excess (as those terms are defined in Exhibit B hereto) that would be payable by Tenant upon reconciliation of accounts for the year in which the Termination Date occurs, and in which retained amount shall be accounted for when Landlord makes such event reconciliation for such year). Landlord shall deliver the Security Deposit to a successor or transferee and, following such delivery, Landlord shall have no further liability for the rightreturn of the Security Deposit. Landlord shall not be required to keep the Security Deposit separate from its other accounts. Provided (i) that Tenant is not in Default (i.e., after notice thereof and expiration of the applicable cure period) of any of its obligations under this Lease on the effective date of any reduction (the “Effective Date of Reduction”) and (ii) that no notice of default is outstanding on the Effective Date of Reduction (i.e., notice has been given but the default has not been cured and the cure period has not expired) provided however that if a notice of default is outstanding as of the Effective Date of Reduction, such reduction shall merely be deferred until the date such default is cured (as opposed to be exercised by giving written notice such reduction being forfeited), Landlord shall refund to Tenant thirty (30) days after receipt of Tenant's notice, to terminate this Lease as to the such portion of the Leased Premises described in Tenant's notice and such notice shall, if given, terminate this Lease with respect Security Deposit which it is then holding so as to cause the portion of the Leased Premises therein described total Security Deposit to be reduced as of the date stated Effective Date of Reduction to the amount shown in Tenant's notice. Said the following schedule: Effective Date of Reduction New Reduced Amount of Security Deposit September 1, 2018 $ 596,134.00 September 1, 2019 $ 298,067.00 Notwithstanding the foregoing, if Landlord has validly given a notice by of monetary default to Tenant within the twelve (12) month period immediately preceding any Effective Date of Reduction (including any postponed Effective Date of Reduction), then such Effective Date of Reduction shall state be postponed until the name and address first day of the proposed subtenant, and Tenant shall deliver to Landlord a true and complete copy calendar month following the one year anniversary of the proposed sublease with said notice. If said notice shall specify all of the Leased Premises and Landlord shall give said termination notice with respect thereto, this Lease shall terminate date on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Leased Premises, the Base Monthly Rent, as defined in paragraph 3.1 and adjusted pursuant to paragraph 3.2, shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect. -40- 48
C. which Tenant agrees to reimburse Landlord all reasonable costs and attorneys' fees incurred by Landlord in conjunction with the processing and documentation of any cures such requested subletting, assignment or encumbrance. Such sublease, assignment or encumbrance shall not be effective until (i) Tenant shall have paid such costs and fees, (ii) each such sublessee, assignee or transferee shall have agreed in writing for the benefit of Landlord to assume, to be bound by, and to perform the obligations of this Lease to be performed by Tenant, and (iii) an executed copy of such sublease, assignment or encumbrance shall have been delivered to Landlord.
D. Consent by Landlord to one or more assignments or encumbrances of this Lease or to one or more sublettings of the Leased Premises shall not be deemed to be a consent to any subsequent assignment, encumbrance, or subletting.
E. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment or subletting.
F. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, shall be deemed a voluntary assignment of Tenant's interest in this Lease. The phrase "controlling percentage" means the ownership of and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directorsmonetary default. If Tenant is a partnershipin Default of its covenants and obligations under the Lease as of such Effective Date of Reduction, a withdrawal or change, voluntary, involuntary or -41- 49 by operation of law, of any general partner, or the dissolution then there shall be no further reduction of the partnership, shall be deemed a voluntary assignment.
G. It is the intent of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy the Premises, and to exercise such other rights as are conferred upon Tenant by this Lease. The parties agree that this Lease is not intended to have a bonus value, nor to serve as a vehicle whereby Tenant may profit by a future Transfer of this Lease or the right to use or occupy the Premises as a result of any favorable terms contained herein or any future changes in the market for leased space. It is the intent of the parties that any such bonus value that may attach to this Lease shall be and remain the exclusive property of Landlord. In order to carry out this intent, if Tenant assigns its interest in this Lease in accordance with this Article, then Tenant shall pay to Landlord all of the net consideration if any received by Tenant as a result of such assignment as and when received by TenantSecurity Deposit. If Tenant sublets all or part of is entitled to a reduction in the Leased Premises in accordance with this Article, then Tenant shall pay to Landlord all the positive difference, if any, between (i) all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a fraction whose numerator is the leasable area of that portion of the Leased Premises so sublet and whose denominator is Tenant's Gross Leasable Area). Said consideration shall be payable to Landlord on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant. In calculating Landlord's right to any periodic payments, all costs incurred by Tenant incident to the sublease agreement shall be amortized over the term of the sublease. At the time Tenant makes any payment to Landlord required by this subparagraphSecurity Deposit, Tenant shall deliver an itemized statement of -42- 50 the method by which the amount due Landlord was calculated, certified by Tenant as true and correct. Landlord shall have the right to inspect Tenant's books provide Landlord with written notice requesting that the Security Deposit be reduced as provided above (the “Reduction Notice”). Landlord shall refund the applicable portion of the Security Deposit to Tenant within forty-five (45) days after the later to occur of (i) Landlord’s receipt of the Reduction Notice or (ii) the applicable Effective Date of Reduction. In no event shall the Security Deposit ever be less than Two Hundred Ninety-Eight Thousand Sixty-Seven and records relating 00/100 Dollars ($298,067.00). The balance of the Security Deposit, (i.e., $298,067.00) shall continue to be held by Landlord throughout the payments due pursuant to this subparagraphTerm of the Lease, as it may be extended.
Appears in 1 contract
Sources: Office Lease Agreement (Zipcar Inc)
By Tenant. Except as expressly provided in Section 6.1 and subject to any express or implied warranties of construction or condition by Landlord, Tenant agrees, at the expense of Tenant, to maintain the Premises, including the Real Property, the Building and the other Improvements (including parking areas, driveways and landscaping), in good condition and repair throughout the Term of this Lease. Except as expressly provided in Section 6.1, Tenant shall not sublet the Leased Premises or assign or encumber its interest in this Lease, whether voluntarily or by operation of law, without Landlord's prior written consent, which consent shall not be unreasonably withheld. In this regard:
A. Any attempted subletting, assignment or encumbrance without Landlord's prior consent shall be voidable and, at Landlord's election, shall constitute a default.
B. Tenant shall, by written notice, advise Landlord of its desire from and after a stated date (which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of Tenant's notice), to sublet the Leased Premises or any portion thereof responsible for any part repair of the term hereofroof, including taking all customary, reasonable and in such event Landlord shall have the right, to be exercised by giving written notice to Tenant thirty (30) days after receipt of Tenant's notice, to terminate this Lease as necessary actions required under any warranty applicable to the portion of roof in order to maintain the Leased Premises described in Tenant's notice and such notice shall, if given, terminate this Lease with respect to the portion of the Leased Premises therein described as of the date stated in Tenant's notice. Said notice by Tenant shall state the name and address of the proposed subtenant, and Tenant shall deliver to Landlord a true and complete copy of the proposed sublease with said notice. If said notice shall specify all of the Leased Premises and Landlord shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Leased Premises, the Base Monthly Rent, as defined in paragraph 3.1 and adjusted pursuant to paragraph 3.2, shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue thereafter warranty in full force and effect. -40- 48
C. If Tenant agrees fails to reimburse Landlord all take the customary, reasonable costs and attorneys' fees incurred necessary actions to keep the warranty in effect, Tenant shall be responsible for any replacement of the roof that would have been covered by Landlord in conjunction with the processing warranty. Notwithstanding the foregoing, if any item for which Tenant otherwise is responsible needs repair and documentation of any such requested subletting, assignment or encumbrance. Such sublease, assignment or encumbrance shall item cannot be effective until (i) Tenant shall have paid such costs and fees, (ii) each such sublessee, assignee or transferee shall have agreed repaired other than at a cost which is in writing for the benefit excess of Landlord to assume, to be bound by, and to perform the obligations of this Lease to be performed by Tenant, and (iii) an executed copy of such sublease, assignment or encumbrance shall have been delivered to Landlord.
D. Consent by Landlord to one or more assignments or encumbrances of this Lease or to one or more sublettings of the Leased Premises shall not be deemed to be a consent to any subsequent assignment, encumbrance, or subletting.
E. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment or subletting.
F. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, shall be deemed a voluntary assignment of Tenant's interest in this Lease. The phrase "controlling percentage" means the ownership of and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power cost of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or -41- 49 by operation of law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment.
G. It is the intent of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy the Premises, and to exercise replacing such other rights as are conferred upon Tenant by this Lease. The parties agree that this Lease is not intended to have a bonus value, nor to serve as a vehicle whereby Tenant may profit by a future Transfer of this Lease or the right to use or occupy the Premises as a result of any favorable terms contained herein or any future changes in the market for leased space. It is the intent of the parties that any such bonus value that may attach to this Lease shall be and remain the exclusive property of Landlord. In order to carry out this intent, if Tenant assigns its interest in this Lease in accordance with this Articleitem, then Tenant shall pay to Landlord all of the net consideration if any received by Tenant as a result of such assignment as and when received by Tenant. If Tenant sublets all or part of the Leased Premises in accordance with this Article, then Tenant shall pay to Landlord all the positive difference, if any, between (i) all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a fraction whose numerator is the leasable area of that portion of the Leased Premises so sublet and whose denominator is Tenant's Gross Leasable Area). Said consideration shall be payable to Landlord on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant. In calculating Landlord's right to any periodic payments, all costs incurred by Tenant incident to the sublease agreement shall be amortized over the term of the sublease. At the time Tenant makes any payment to Landlord required by this subparagraph, Tenant shall deliver an itemized statement of -42- 50 the method by which the amount due Landlord was calculated, certified by Tenant as true and correct. Landlord shall have the right to inspect Tenant's books replace such item (the “Replacement Standard”). Prior to commencing such replacement, Tenant shall provide Landlord with written notice and records relating documentation confirming such cost. Landlord may object to such replacement only in writing. If the Landlord so objects in writing within ten (10) Business Days of receipt of such notice to the payments due replacement, the parties agree that Tenant may nonetheless replace the item and that arbitration shall constitute the exclusive remedy for settlement of any such dispute. The cost of any such replacement shall be prorated between Landlord and Tenant based upon the useful life of the replaced item, with Tenant responsible for the useful life of the item during the term of the Lease unless the arbitrator determines that, based on the Replacement Standard, Tenant should have repaired such item rather than replacing it. Within ten (10) Business Days of a written request from Tenant, Landlord shall be obligated to reimburse Tenant, for the cost of the replaced item times a fraction the numerator of which is the useful life of such replaced item less the remaining Term of this Lease and the denominator of which is the useful life of such replaced item. If either Landlord or Tenant desires to exercise its arbitration right pursuant to the preceding paragraph, such party shall deliver written demand for arbitration to the other party, setting out the basis for the controversy. Any arbitration proceeding undertaken pursuant to this subparagraphparagraph shall be held in front of a retired judge working with JAMS or, if JAMS no longer exists, another similar group, or if no such groups exists, a single neutral arbitrator shall be chosen by mutual agreement or, if the parties fail to agree, by the presiding judge of the San Diego Superior Court upon ex parte application. The arbitration shall take place in San Diego, California. The decision of the arbitrator shall be conclusive, final and binding upon Landlord and Tenant. Judgment upon the decision of the arbitrator may be entered in any court of competent jurisdiction. The cost of such arbitration (including any attorneys’ fees incurred therein) shall be borne by the losing party as determined by the arbitrator.
Appears in 1 contract
Sources: Lease Agreement (Dj Orthopedics Inc)
By Tenant. The occurrence of any one or more of the following events shall constitute a default and breach of the Lease by Tenant. The Abandonment of the Premises by Tenant. The failure of Tenant to timely vacate and surrender possession of the Premises upon termination or expiration of ▇▇▇▇▇▇’s right thereto or expiration or termination of this Lease. The failure by Tenant to make any payment of Base Rent, or any other payment required to be made by Tenant to Landlord hereunder, as and when due, where such failure shall not sublet continue for a period of ten (10) business days after written notice thereof by Landlord to Tenant. The failure of Tenant to make any payment or to perform any obligation owing to Landlord under this Lease, any Shared Facilities Agreement or any other agreement or contract between Landlord and Tenant or to which this Lease are expressly made subject, as and when such payment or performance is due. Becoming insolvent as defined by applicable California law; or the Leased making by Tenant of any general assignment or general arrangement for the benefit of creditors; or the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt, or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days); or the appointment of a trustee or a receiver to take possession of substantially all of Tenant’s assets located at the Premises or assign or encumber its of Tenant’s interest in this Lease, whether voluntarily where possession is not restored to Tenant within thirty (30) days; or the attachment, execution or other judicial seizure of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where such seizure is not discharged in thirty (30) days. The failure of Tenant to timely observe or perform any other covenant, condition or provision of this Lease and such failure shall continue for a period of thirty (30) days after written notice thereof by operation Landlord to Tenant; provided, however, that if the nature of law, without LandlordTenant's prior written consent, which consent shall not be unreasonably withheld. In this regard:
A. Any attempted subletting, assignment or encumbrance without Landlord's prior consent shall be voidable and, at Landlord's election, shall constitute a default.
B. Tenant shall, by written notice, advise Landlord of its desire from and after a stated date (which shall not be less default is such that more than thirty (30) days nor more than one hundred eighty are required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within said thirty (18030) days after day period and thereafter diligently prosecutes such cure to completion; or The failure of Tenant to maintain its charter to operate as a charter school or otherwise comply with the date of Tenant's notice), to sublet the Leased Premises or any portion thereof for any part requirements of the term hereof, California Education Code and in such event Landlord failure shall have the right, to be exercised by giving written notice to Tenant continue for a period of thirty (30) days after receipt written notice thereof by the Landlord to Tenant; provided, however, that if the nature of Tenant's noticedefault is such that more than thirty (30) days are required for its cure, to terminate this Lease as to the portion of the Leased Premises described in Tenant's notice and such notice shall, if given, terminate this Lease with respect to the portion of the Leased Premises therein described as of the date stated in Tenant's notice. Said notice by then Tenant shall state the name and address of the proposed subtenant, and Tenant shall deliver to Landlord a true and complete copy of the proposed sublease with said notice. If said notice shall specify all of the Leased Premises and Landlord shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Leased Premises, the Base Monthly Rent, as defined in paragraph 3.1 and adjusted pursuant to paragraph 3.2, shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect. -40- 48
C. Tenant agrees to reimburse Landlord all reasonable costs and attorneys' fees incurred by Landlord in conjunction with the processing and documentation of any such requested subletting, assignment or encumbrance. Such sublease, assignment or encumbrance shall not be effective until (i) Tenant shall have paid such costs and fees, (ii) each such sublessee, assignee or transferee shall have agreed in writing for the benefit of Landlord to assume, to be bound by, and to perform the obligations of this Lease to be performed by Tenant, and (iii) an executed copy of such sublease, assignment or encumbrance shall have been delivered to Landlord.
D. Consent by Landlord to one or more assignments or encumbrances of this Lease or to one or more sublettings of the Leased Premises shall not be deemed to be in default if Tenant commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. By Landlord: The failure by Landlord to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by the Landlord shall constitute a consent to any subsequent assignment, encumbrance, or subletting.
E. No subletting or assignment, even with default and breach of the consent Lease by Landlord where such failure shall continue for a period of thirty (30) days after written notice thereof by ▇▇▇▇▇▇. If the nature of Landlord’s performance is such that it cannot reasonably be completed within said thirty (30) or five (5) days, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by as applicable, then Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment or subletting.
F. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, shall be deemed a voluntary assignment of Tenant's interest in this Lease. The phrase "controlling percentage" means the ownership of and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or -41- 49 by operation of law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment.
G. It is the intent of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy the Premises, and to exercise such other rights as are conferred upon Tenant by this Lease. The parties agree that this Lease is not intended to have a bonus value, nor to serve as a vehicle whereby Tenant may profit by a future Transfer of this Lease or the right to use or occupy the Premises as a result of any favorable terms contained herein or any future changes in the market for leased space. It is the intent of the parties that any such bonus value that may attach to this Lease shall be and remain the exclusive property of Landlord. In order to carry out this intent, default if Tenant assigns its interest in this Lease in accordance with this Article, then Tenant shall pay to Landlord all of the net consideration if any received by Tenant as a result of such assignment as and when received by Tenant. If Tenant sublets all or part of the Leased Premises in accordance with this Article, then Tenant shall pay to Landlord all the positive difference, if any, between (i) all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a fraction whose numerator is the leasable area of that portion of the Leased Premises so sublet and whose denominator is Tenant's Gross Leasable Area). Said consideration shall be payable to Landlord on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant. In calculating Landlord's right to any periodic payments, all costs incurred by Tenant incident to the sublease agreement shall be amortized over the term of the sublease. At the time Tenant makes any payment to Landlord required by this subparagraph, Tenant shall deliver an itemized statement of -42- 50 the method by which the amount due Landlord was calculated, certified by Tenant as true and correct. Landlord shall have commence and diligently execute such acts within the right to inspect Tenant's books and records relating to the payments due pursuant to this subparagraphperiod herein set forth.
Appears in 1 contract
Sources: Ground Lease Agreement
By Tenant. Tenant shall not may, without Landlord’s prior consent, assign this Lease or sublet the Leased Premises in whole or assign in part, or encumber its interest in this Leaselicense the use of any portion thereof, whether voluntarily or by operation all of law, without which shall require the Landlord's ’s prior written consent, consent (which consent shall not be unreasonably withheld). In this regard:
A. Any attempted Upon Tenant’s request for Landlord’s consent, Tenant shall deliver to Landlord a copy of such sublease or assignment. Notwithstanding any assignment or subletting, assignment Tenant shall remain fully and primarily liable hereunder and shall not be released from performing any of the terms and covenants of this Lease. If Tenant shall assign or encumbrance without Landlord's prior consent shall be voidable andtransfer its interest in this Lease or sublet all or a portion of the Leased Premises for rent, at Landlord's election, shall constitute a default.
B. Tenant shall, by written notice, advise Landlord of its desire from and after a stated date charges and/or other consideration (which shall not include the assumption by the proposed assignee or subtenant of the obligation of Tenant to pay rent hereunder) which in the aggregate are in excess of the Rent due and payable by Tenant under the provisions of this Lease, said excess shall be paid to Landlord promptly upon receipt thereof by Tenant. In the case of any subletting of less than thirty (30) days nor more than one hundred eighty (180) days after the date entire Leased Premises, rent payable hereunder shall be apportioned, on a rentable square footage basis, between the portion of Tenant's notice), to the Premises so sublet and the remaining portion of the Leased Premises or any portion thereof for any part Premises, and if the rent, charges and other consideration paid in connection with such subletting shall be in excess of the term hereof, and in such event Landlord shall have the right, to be exercised by giving written notice to Tenant thirty (30) days after receipt amount of Tenant's notice, to terminate this Lease as rent so apportioned to the portion of the Leased Premises described in so sublet, said excess shall be paid to Landlord promptly upon receipt thereof by Tenant's notice and such notice shall. Further, if given, terminate Tenant assigns this Lease with respect to the or sublets a portion of the Leased Premises therein described as of the date stated in Tenant's notice. Said notice by Tenant shall state the name and address of the proposed subtenant, and Tenant shall deliver to Landlord a true and complete copy of the proposed sublease with said notice. If said notice shall specify all of person or entity who does not use the Leased Premises and Landlord shall give said termination notice with respect theretoor the sublet portion thereof primarily as either a retail store facility or as a general office use, this Lease shall terminate on then the date stated reserved parking spaces as set forth in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Leased Premises, the Base Monthly Rent, as defined in paragraph 3.1 and adjusted pursuant to paragraph 3.2, Section 4(c) hereof shall be adjusted reduced (in the amount of 5 spaces for every 1,000 square feet of space which is not being used for retail or general office space) and such reduced spaces shall thereafter become non-exclusive general parking spaces to be utilized on a pro rata first come, first serve basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect. -40- 48
C. Tenant agrees to reimburse Landlord all reasonable costs and attorneys' fees incurred by Landlord in conjunction with the processing and documentation of any such requested subletting, assignment or encumbrance. Such sublease, assignment or encumbrance shall not be effective until (i) Tenant shall have paid such costs and fees, (ii) each such sublessee, assignee or transferee shall have agreed in writing for the benefit of Landlord to assume, to be bound by, and to perform the obligations of this Lease to be performed by Tenant, and (iii) an executed copy of such sublease, assignment or encumbrance shall have been delivered to Landlord.
D. Consent by Landlord to one or more assignments or encumbrances of this Lease or to one or more sublettings general parking lot of the Leased Premises shall not be deemed to be a consent to any subsequent assignment, encumbrance, or sublettingProperty.
E. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment or subletting.
F. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, shall be deemed a voluntary assignment of Tenant's interest in this Lease. The phrase "controlling percentage" means the ownership of and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or -41- 49 by operation of law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment.
G. It is the intent of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy the Premises, and to exercise such other rights as are conferred upon Tenant by this Lease. The parties agree that this Lease is not intended to have a bonus value, nor to serve as a vehicle whereby Tenant may profit by a future Transfer of this Lease or the right to use or occupy the Premises as a result of any favorable terms contained herein or any future changes in the market for leased space. It is the intent of the parties that any such bonus value that may attach to this Lease shall be and remain the exclusive property of Landlord. In order to carry out this intent, if Tenant assigns its interest in this Lease in accordance with this Article, then Tenant shall pay to Landlord all of the net consideration if any received by Tenant as a result of such assignment as and when received by Tenant. If Tenant sublets all or part of the Leased Premises in accordance with this Article, then Tenant shall pay to Landlord all the positive difference, if any, between (i) all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a fraction whose numerator is the leasable area of that portion of the Leased Premises so sublet and whose denominator is Tenant's Gross Leasable Area). Said consideration shall be payable to Landlord on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant. In calculating Landlord's right to any periodic payments, all costs incurred by Tenant incident to the sublease agreement shall be amortized over the term of the sublease. At the time Tenant makes any payment to Landlord required by this subparagraph, Tenant shall deliver an itemized statement of -42- 50 the method by which the amount due Landlord was calculated, certified by Tenant as true and correct. Landlord shall have the right to inspect Tenant's books and records relating to the payments due pursuant to this subparagraph.
Appears in 1 contract
Sources: Agreement of Sale (Lenox Group Inc)
By Tenant. If any Rent is in arrears for a period of ten (10) days after a written notice from Landlord to Tenant, or if Tenant shall not sublet fail at any time to keep or perform any of the Leased Premises covenants or assign or encumber its interest in conditions of this Lease, whether voluntarily or by operation Lease other than a covenant for the payment of law, without Landlord's prior written consent, which consent shall not be unreasonably withheld. In this regard:
A. Any attempted subletting, assignment or encumbrance without Landlord's prior consent shall be voidable and, at Landlord's election, shall constitute the monthly Rent for a default.
B. Tenant shall, by written notice, advise Landlord period of its desire from and after a stated date (which shall not be less more than thirty (30) days nor more than one hundred eighty after written notice thereof from Landlord (180unless the cure cannot reasonably be completed within such thirty (30) days after the date of Tenant's noticeday period, and Tenant commences to cure such default within such thirty (30) day cure period and diligently pursues such cure to completion), then, and in either or any of such events Landlord, may, at its option, cancel this Lease upon 75 <PAGE> giving the notice required by law, and/or may re-enter said Premises, but notwithstanding such re-entry by the Landlord, the liability of the Tenant for the Rent provided for herein shall not be extinguished for the balance of the Term of this Lease, and Tenant covenants and agrees to sublet make good to the Leased Landlord any deficiency arising from a re-entry and/or a reletting of the Premises at a lesser rental than herein agreed. The Tenant shall pay such deficiency each month as the amount thereof is ascertained by the Landlord. Landlord shall have an affirmative obligation to use its best efforts to relet the Premises or any portion thereof for any part of the term hereof, and in such event Landlord shall have the right, to be exercised by giving written notice to Tenant thirty (30) days after receipt of Tenant's notice, to terminate this Lease as to the portion of the Leased Premises described in Tenant's notice and such notice shall, if given, terminate this Lease with respect to the portion of the Leased Premises therein described as of the date stated in Tenant's notice. Said notice by Tenant shall state the name and address of the proposed subtenantPremises, and Tenant shall deliver to Landlord a true and complete copy of pay the proposed sublease with said notice. If said notice shall specify all of the Leased Premises and Landlord shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant cost for reletting including but not limited to the foregoing with respect to less than all the Leased Premisescost of tenant improvements, the Base Monthly Rent, as defined in paragraph 3.1 and adjusted pursuant to paragraph 3.2, shall be adjusted on a pro rata basis to the number any of square feet retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect. -40- 48
C. Tenant agrees to reimburse Landlord all Landlord's reasonable costs and attorneys' fees incurred and the real estate commission for such reletting. If Landlord relets for a period of time longer than the current Lease Term, then any such costs shall be allocated throughout the entire reletting term to not unduly reduce the amount of consideration received by Landlord in conjunction with during the processing and documentation remaining period of any such requested subletting, assignment Tenant's Lease Tenn. No remedy or encumbrance. Such sublease, assignment or encumbrance shall not be effective until (i) Tenant shall have paid such costs and fees, (ii) each such sublessee, assignee or transferee shall have agreed in writing for the benefit of Landlord to assume, to be bound by, and to perform the obligations of this Lease to be performed by Tenant, and (iii) an executed copy of such sublease, assignment or encumbrance shall have been delivered to Landlord.
D. Consent election by Landlord to one or more assignments or encumbrances of this Lease or to one or more sublettings of the Leased Premises shall not be deemed to be a consent to any subsequent assignment, encumbrance, or subletting.
E. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment or subletting.
F. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, hereunder shall be deemed a voluntary assignment of Tenant's interest exclusive, but shall, wherever possible, be cumulative with all other remedies at law or in this Leaseequity. The phrase "controlling percentage" means the ownership of and the right If any payment due from Tenant to vote stock possessing Landlord hereunder is more than fifty percent ten (50%10) of the total combined voting power of all classes of Tenant's capital stock issueddays late, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or -41- 49 by operation of law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment.
G. It is the intent of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy the Premises, and to exercise such other rights as are conferred upon Tenant by this Lease. The parties agree that this Lease is not intended to have a bonus value, nor to serve as a vehicle whereby Tenant may profit by a future Transfer of this Lease or the right to use or occupy the Premises as a result of any favorable terms contained herein or any future changes in the market for leased space. It is the intent of the parties that any such bonus value that may attach to this Lease shall be and remain the exclusive property of Landlord. In order to carry out this intent, if Tenant assigns its interest in this Lease in accordance with this Article, then Tenant shall pay to Landlord all interest on such late payment at an interest rate of two percent (2%) above the net consideration if any received by Tenant as a result of such assignment as and when received by Tenant. If Tenant sublets all or part of the Leased Premises in accordance with this Article, then Tenant shall pay to Landlord all the positive difference, if any, between (i) all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a fraction whose numerator is the leasable area of that portion of the Leased Premises so sublet and whose denominator is Tenant's Gross Leasable Area). Said consideration shall be payable to Landlord on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant. In calculating Landlord's right to any periodic payments, all costs incurred by Tenant incident to the sublease agreement shall be amortized over the term of the sublease. At the time Tenant makes any payment to Landlord required by this subparagraph, Tenant shall deliver an itemized statement of -42- 50 the method by which the amount due Landlord was calculated, certified by Tenant as true and correct. Landlord shall have the right to inspect Tenant's books and records relating to the payments due pursuant to this subparagraphPrime Rate.
Appears in 1 contract
Sources: Lease
By Tenant. Tenant shall not sublet do anything or permit anything to be done in or about the Leased Premises or assign or encumber its interest which will in this Lease, whether voluntarily or by operation of any way conflict with any law, without Landlord's prior written consentstatute, ordinance or other governmental rule, regulation or requirement now in force or which consent may hereafter be enacted or promulgated (collectively, "Applicable Laws"). At its sole cost and expense, Tenant shall not be unreasonably withheld. In this regard:
A. Any attempted subletting, assignment or encumbrance without Landlord's prior consent shall be voidable and, at Landlord's election, shall constitute a default.
B. Tenant shall, by written notice, advise Landlord of its desire from and after a stated date promptly comply with all Applicable Laws which relate to (which shall not be less than thirty (30i) days nor more than one hundred eighty (180) days after the date of Tenant's notice), to sublet the Leased Premises or any portion thereof for any part use of the term hereofPremises, (ii) any Alterations made by Tenant to the Premises, and any Improvements in such event Landlord shall have the rightPremises, to be exercised by giving written notice to Tenant thirty or (30iii) days after receipt of Tenant's noticethe Base Building, to terminate this Lease but as to the portion Base Building, only to the extent such obligations are triggered by Alterations made by Tenant to the Premises to the extent such Alterations are not normal and customary business office improvements in Comparable Buildings, or triggered by the Improvements to the extent such Improvements are not normal and customary business office improvements, or triggered by Tenant's use of the Leased Premises described in Tenant's notice and such notice shallfor non-general office use. Tenant shall not, if givenhowever, terminate this Lease be responsible for the cost of complying with respect Applicable Laws to the portion extent that any such compliance is required as a result of the Leased Premises therein described Base Building failing to comply with Applicable Laws in effect as of the date stated in of delivery of the Premises to Tenant. Should any standard or regulation now or hereafter be imposed on Landlord or Tenant by a state, federal or local governmental body charged with the establishment, regulation and enforcement of occupational, health or safety standards for employers, employees, landlords or tenants, then Tenant agrees, at its sole cost and expense, to comply promptly with such standards or regulations to the extent they apply to Tenant's noticeuse or occupancy of the Premises. Said notice by Tenant shall state be responsible, at its sole cost and expense, to make all alterations to the name Premises as are required to comply with the governmental rules, regulations, requirements or standards described in this Article 24 with which Tenant is responsible for compliance. The judgment of any court of competent jurisdiction or the admission of Tenant in any judicial action, regardless of whether Landlord is a party thereto, that Tenant has violated any of said governmental measures, shall be conclusive of that fact as between Landlord and address Tenant. Tenant shall promptly pay all fines, penalties and damages that may arise out of or be imposed because of its failure to comply with the provisions of this Article 24. For purposes of Section 1938 of the proposed subtenantCalifornia Civil Code, Landlord hereby discloses to Tenant, and Tenant shall deliver to Landlord a true and complete copy of hereby acknowledges, that the proposed sublease with said notice. If said notice shall specify all of the Leased Premises and Landlord shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Leased Premises, the Base Monthly Rent, as defined in paragraph 3.1 and adjusted pursuant to paragraph 3.2, shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect. -40- 48
C. Tenant agrees to reimburse Landlord all reasonable costs and attorneys' fees incurred by Landlord in conjunction with the processing and documentation of any such requested subletting, assignment or encumbrance. Such sublease, assignment or encumbrance shall have not be effective until (i) Tenant shall have paid such costs and fees, (ii) each such sublessee, assignee or transferee shall have agreed in writing for the benefit of Landlord to assume, to be bound by, and to perform the obligations of this Lease to be performed by Tenant, and (iii) an executed copy of such sublease, assignment or encumbrance shall have been delivered to Landlord.
D. Consent by Landlord to one or more assignments or encumbrances of this Lease or to one or more sublettings of the Leased Premises shall not be deemed to be a consent to any subsequent assignment, encumbrance, or subletting.
E. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment or subletting.
F. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, shall be deemed a voluntary assignment of Tenant's interest in this Lease. The phrase "controlling percentage" means the ownership of and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or -41- 49 by operation of law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment.
G. It is the intent of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy the Premises, and to exercise such other rights as are conferred upon Tenant by this Lease. The parties agree that this Lease is not intended to have a bonus value, nor to serve as a vehicle whereby Tenant may profit undergone inspection by a future Transfer of this Lease or the right to use or occupy the Premises as a result of any favorable terms contained herein or any future changes in the market for leased space. It is the intent of the parties that any such bonus value that may attach to this Lease shall be and remain the exclusive property of Landlord. In order to carry out this intent, if Tenant assigns its interest in this Lease in accordance with this Article, then Tenant shall pay to Landlord all of the net consideration if any received by Tenant as a result of such assignment as and when received by Tenant. If Tenant sublets all or part of the Leased Premises in accordance with this Article, then Tenant shall pay to Landlord all the positive difference, if any, between Certified Access Specialist (i) all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a fraction whose numerator is the leasable area of that portion of the Leased Premises so sublet and whose denominator is Tenant's Gross Leasable AreaCASp). Said consideration shall be payable to Landlord on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant. In calculating Landlord's right to any periodic payments, all costs incurred by Tenant incident to the sublease agreement shall be amortized over the term of the sublease. At the time Tenant makes any payment to Landlord required by this subparagraph, Tenant shall deliver an itemized statement of -42- 50 the method by which the amount due Landlord was calculated, certified by Tenant as true and correct. Landlord shall have the right to inspect Tenant's books and records relating to the payments due pursuant to this subparagraph.
Appears in 1 contract
Sources: Sublease (Okta, Inc.)
By Tenant. Tenant shall not sublet make any alterations to or modifications of the Leased Premises or assign or encumber its interest in this Lease, whether voluntarily or by operation construct any improvements within the Leased Premises which affect the structural components of law, without Landlord's prior written consent, which consent shall not be unreasonably withheld. In this regard:
A. Any attempted subletting, assignment or encumbrance without Landlord's prior consent shall be voidable and, at Landlord's election, shall constitute a default.
B. Tenant shall, by written notice, advise Landlord of its desire from and after a stated date (which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of Tenant's notice), to sublet the Leased Premises or any portion thereof for any part of the term hereof, and in such event Building until Landlord shall have first approved, in writing, the rightplans and specifications therefor, to which approval may be exercised by giving written notice to Tenant thirty (30) days after receipt withheld in Landlord's reasonable discretion, provided that any such alterations, improvements or modifications shall be removed at the expiration or earlier termination of Tenant's notice, to terminate this Lease as and the Leased Premises returned to the portion their condition existing prior to such alterations, improvements or modifications. Tenant may make non-structural alterations to or modifications of the Leased Premises described in Tenant's notice and such notice shall, if given, terminate this Lease with respect to the portion of or construct any non-structural improvements within the Leased Premises therein described as of the date stated in Tenantwithout Landlord's notice. Said notice by Tenant shall state the name and address of the proposed subtenantconsent, and Tenant shall deliver to Landlord a true and complete copy of the proposed sublease with said notice. If said notice shall specify all of the Leased Premises and Landlord shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Leased Premises, the Base Monthly Rent, as defined in paragraph 3.1 and adjusted pursuant to paragraph 3.2, shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect. -40- 48
C. Tenant agrees to reimburse Landlord all reasonable costs and attorneys' fees incurred by Landlord in conjunction with the processing and documentation of any such requested subletting, assignment or encumbrance. Such sublease, assignment or encumbrance shall not be effective until provided that (i) Tenant shall have paid notify Landlord at least five (5) business days prior to commencing such costs and feesalterations, modifications or improvements, (ii) each such sublessee, assignee or transferee shall have agreed in writing for the benefit of Landlord to assume, to be bound by, and to perform the obligations of this Lease to be performed by Tenant, and (iii) an executed copy of such sublease, assignment or encumbrance shall have been delivered to Landlord.
D. Consent by Landlord to one or more assignments or encumbrances of this Lease or to one or more sublettings of the Leased Premises shall not be deemed to be a consent to any subsequent assignment, encumbrance, or subletting.
E. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment or subletting.
F. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, shall be deemed a voluntary assignment of Tenant's interest in this Lease. The phrase "controlling percentage" means the ownership of and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or -41- 49 by operation of law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment.
G. It is the intent of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy the Premises, and to exercise such other rights as are conferred upon Tenant by this Lease. The parties agree that this Lease is not intended to have a bonus value, nor to serve as a vehicle whereby Tenant may profit by a future Transfer of this Lease or the right to use or occupy the Premises as a result of any favorable terms contained herein or any future changes in the market for leased space. It is the intent of the parties that any such bonus value that may attach to this Lease shall be and remain the exclusive property of Landlord. In order to carry out this intent, if Tenant assigns its interest in this Lease in accordance with this Article, then Tenant shall pay to Landlord all of the net consideration if any received by Tenant as a result of such assignment as and when received by Tenant. If Tenant sublets all or part of the Leased Premises in accordance with this Article, then Tenant shall pay to Landlord all the positive difference, if any, between (i) all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a fraction whose numerator is the leasable area of that portion of the Leased Premises so sublet and whose denominator is Tenant's Gross Leasable Area). Said consideration shall be payable to Landlord on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant. In calculating Landlord's right to any periodic payments, all costs incurred by Tenant incident to the sublease agreement shall be amortized over the term of the sublease. At the time Tenant makes any payment to Landlord required by this subparagraph, Tenant shall deliver an itemized statement of -42- 50 the method by which the amount due Landlord was calculated, certified by Tenant as true and correct. Landlord shall have the right to inspect receive final plans and specifications for such alterations, modifications and/or improvements, and (iii) Tenant shall be obligated to remove all such alterations, modifications and improvements in accordance with Paragraph 2.6 hereof at the expiration or earlier termination of this Lease. At Tenant's books option, Tenant may submit a written request to Landlord requesting that alterations, modifications or improvements made pursuant to this Paragraph 6.1 be allowed to remain at the expiration or earlier termination of this Lease, which Landlord may decide in its sole and records absolute discretion. If such request is not made, Landlord may make an election to require removal at the expiration or earlier termination of this Lease. All such modifications, alterations or improvements shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor, in substantial compliance with the plans and specifications therefor previously provided to Landlord. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five (5) business days prior written notice of its intention to commence such work to that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the payments due proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises except as expressly provided herein. As used in this subparagraphArticle, the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Subject to Tenant's obligations under Paragraph 2.6 hereof (including, without limitation, the obligation to remove and repair), Tenant shall have the right, subject to Landlord's reasonable prior approval: (i) to use building shafts or conduits between the Leased Premises and other parts of the Building for the installation of maintenance of conduits, cables, ducts, pipes and other devices for communications, data processing devices, supplementary HVAC and other facilities Consistent with its use of the Leased Premises; and (ii) to cover or block Out windows (including the installation of sheet rock walls on the second floor of the Building) for the purpose of providing a more stable and secure technical environment within the Premises (provided that such covering or blocking does not affect the exterior appearance of the Building).
Appears in 1 contract
Sources: Lease (Digital Island Inc)
By Tenant. Tenant shall not sublet make any alterations to or modifications of the Leased Premises or assign or encumber its interest construct any improvements within the Leased Premises until Landlord shall have first approved, in this Leasewriting, whether voluntarily or by operation of law, without Landlord's prior written consentthe plans and specifications therefor, which consent shall approval may not be unreasonably withheld. In Tenant’s written request shall also contain a request for Landlord to elect whether or not it will require Tenant to remove the subject alterations, modifications or improvements at the expiration or earlier termination of this regard:
A. Any attempted sublettingLease. If such additional request is not included, assignment Landlord may make such election at the expiration or encumbrance without Landlord's prior consent earlier termination of this Lease (and for purposes of Tenant’s removal obligations set forth in Paragraph 2.6 above, Landlord shall be voidable anddeemed to have made the election at the time the alterations, at Landlord's electionmodifications or improvements were completed). All such modifications, alterations or improvements, once so approved, shall constitute a default.
B. be made, constructed or installed by Tenant shall, by written notice, advise Landlord of its desire from at Tenant’s expense (including all permit fees and after a stated date (which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of Tenant's noticegovernmental charges related thereto), to sublet using a licensed contractor first reasonably approved by Landlord, in substantial compliance with the Leased Premises or any portion thereof for any part of the term hereof, Landlord-approved plans and in such event Landlord shall have the right, to be exercised by giving written notice to Tenant thirty (30) days after receipt of Tenant's notice, to terminate this Lease as to the portion of the Leased Premises described in Tenant's notice and such notice shall, if given, terminate this Lease with respect to the portion of the Leased Premises therein described as of the date stated in Tenant's noticespecifications therefor. Said notice All work undertaken by Tenant shall state the name be done in accordance with all Laws and address Restrictions and in a good and workmanlike manner using new materials of the proposed subtenant, and good quality. Tenant shall deliver to Landlord a true and complete copy of not commence the proposed sublease with said notice. If said notice shall specify all of the Leased Premises and Landlord shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Leased Premises, the Base Monthly Rent, as defined in paragraph 3.1 and adjusted pursuant to paragraph 3.2, shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect. -40- 48
C. Tenant agrees to reimburse Landlord all reasonable costs and attorneys' fees incurred by Landlord in conjunction with the processing and documentation making of any such requested subletting, assignment modifications or encumbrance. Such sublease, assignment alterations or encumbrance shall not be effective the construction of any such improvements until (i) Tenant all required governmental approvals and permits shall have paid such costs and feesbeen obtained, (ii) each such sublesseeall requirements regarding insurance imposed by this Lease have been satisfied, assignee or transferee (iii) Tenant shall have agreed in writing for the benefit given Landlord at least five (5) business days prior written notice of its intention to commence such work so that Landlord to assume, to be bound by, may post and to perform the obligations file notices of this Lease to be performed by Tenantnon-responsibility, and (iiiiv) an executed copy of such subleaseif reasonably requested by Landlord, assignment or encumbrance Tenant shall have been delivered obtained contingent liability and broad form builder’s risk insurance in an amount satisfactory to Landlord.
D. Consent Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by Landlord insurance carried by Tenant pursuant to one Article 9. In no event shall Tenant make any modification, alterations or more assignments improvements whatsoever to the Common Areas or encumbrances the exterior or structural components of this Lease the Building including, without limitation, any cuts or to one penetrations in the floor, roof or more sublettings exterior or load bearing walls of the Leased Premises Premises. As used in this Article 6, the term “modifications, alterations and/or improvements” shall not be deemed to be a consent to any subsequent assignmentinclude, encumbrancewithout limitation, or subletting.
E. No subletting or assignmentthe installation of additional electrical outlets, even with the consent of Landlordoverhead lighting fixtures, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment or subletting.
F. If Tenant is a corporationdrains, any dissolutionsinks, mergerpartitions, consolidation, or other reorganization of Tenantdoorways, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, shall be deemed a voluntary assignment of Tenant's interest in this Lease. The phrase "controlling percentage" means the ownership of and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or -41- 49 by operation of law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignmentlike.
G. It is the intent of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy the Premises, and to exercise such other rights as are conferred upon Tenant by this Lease. The parties agree that this Lease is not intended to have a bonus value, nor to serve as a vehicle whereby Tenant may profit by a future Transfer of this Lease or the right to use or occupy the Premises as a result of any favorable terms contained herein or any future changes in the market for leased space. It is the intent of the parties that any such bonus value that may attach to this Lease shall be and remain the exclusive property of Landlord. In order to carry out this intent, if Tenant assigns its interest in this Lease in accordance with this Article, then Tenant shall pay to Landlord all of the net consideration if any received by Tenant as a result of such assignment as and when received by Tenant. If Tenant sublets all or part of the Leased Premises in accordance with this Article, then Tenant shall pay to Landlord all the positive difference, if any, between (i) all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a fraction whose numerator is the leasable area of that portion of the Leased Premises so sublet and whose denominator is Tenant's Gross Leasable Area). Said consideration shall be payable to Landlord on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant. In calculating Landlord's right to any periodic payments, all costs incurred by Tenant incident to the sublease agreement shall be amortized over the term of the sublease. At the time Tenant makes any payment to Landlord required by this subparagraph, Tenant shall deliver an itemized statement of -42- 50 the method by which the amount due Landlord was calculated, certified by Tenant as true and correct. Landlord shall have the right to inspect Tenant's books and records relating to the payments due pursuant to this subparagraph.
Appears in 1 contract
Sources: Lease Agreement (Biolase, Inc)
By Tenant. Tenant shall shall, at its sole cost and expense, promptly perform all maintenance and repairs to the Premises that are not sublet the Leased Premises or assign or encumber its interest in Landlord’s express responsibility under this Lease, whether voluntarily or by operation of lawand shall keep the Premises in good condition and repair, ordinary wear and tear excepted. Tenant’s repair obligations include, without Landlord's prior written consentlimitation, which consent repairs to: (1) floor covering and/or raised flooring; (2) interior partitions; (3) doors; (4) the interior side of demising walls; (5) electronic, phone and data cabling and related equipment (collectively, “Cable”) that is installed by or for the benefit of Tenant and located in the Premises or other portions of the Building or Project; (6) supplemental air conditioning units, private showers and kitchens, including hot water heaters, plumbing, dishwashers, ice machines and similar facilities serving Tenant exclusively; (7) phone rooms used exclusively by Tenant; (8) Alterations performed by contractors retained by or on behalf of Tenant, including related HVAC balancing; and (9) all of Tenant’s furnishings, trade fixtures, equipment and inventory. All work shall be performed in accordance with the rules and procedures described in Section 8(a). If Tenant fails to make any repairs to the Premises for more than fifteen (15) days after notice from Landlord (although notice shall not be unreasonably withheld. In this regard:
A. Any attempted subletting, assignment required if there is an emergency or encumbrance without Landlord's prior consent shall if the area to be voidable and, at Landlord's election, shall constitute a default.
B. Tenant shall, by written notice, advise Landlord repaired is visible from the exterior of its desire from and after a stated date (which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of Tenant's noticeBuilding), Landlord may, in addition to sublet any other remedy available to Landlord, make the Leased Premises or any portion thereof for any part repairs, and Tenant shall pay the reasonable cost of the term hereof, and in such event repairs to Landlord shall have the right, to be exercised by giving written notice to Tenant within thirty (30) days after receipt of Tenant's noticean invoice, together with an administrative charge in an amount equal to terminate this Lease as to the portion fifteen percent (15%) of the Leased Premises described in Tenant's notice and such notice shall, if given, terminate this Lease with respect to the portion cost of the Leased Premises therein described as repairs. At the expiration of the date stated in Tenant's notice. Said notice by this Lease, Tenant shall state surrender the name Premises in good condition, excepting reasonable wear and address of the proposed subtenant, tear and Tenant shall deliver to Landlord a true and complete copy of the proposed sublease with said notice. If said notice shall specify all of the Leased Premises and Landlord shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Leased Premises, the Base Monthly Rent, as defined in paragraph 3.1 and adjusted pursuant to paragraph 3.2, shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect. -40- 48
C. Tenant agrees to reimburse Landlord all reasonable costs and attorneys' fees incurred by Landlord in conjunction with the processing and documentation of any such requested subletting, assignment or encumbrance. Such sublease, assignment or encumbrance shall not be effective until (i) Tenant shall have paid such costs and fees, (ii) each such sublessee, assignee or transferee shall have agreed in writing for the benefit of Landlord to assume, losses required to be bound by, and to perform the obligations of this Lease to be performed restored by Tenant, and (iii) an executed copy of such sublease, assignment or encumbrance shall have been delivered to Landlord.
D. Consent by Landlord to one or more assignments or encumbrances of this Lease or to one or more sublettings of the Leased Premises shall not be deemed to be a consent to any subsequent assignment, encumbrance, or subletting.
E. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its . All personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment or subletting.
F. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization property of Tenant, or the sale or including goods, wares, merchandise, inventory, trade fixtures and other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock personal property of Tenant, shall be deemed a voluntary assignment stored at the sole risk of Tenant's interest in this Lease. The phrase "controlling percentage" means the ownership of and the right Landlord or its agents shall not be liable for any loss or damage to vote stock possessing more than fifty percent (50%) persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the total combined voting power of all classes of Tenant's capital stock issuedProject or from the pipes, outstanding and entitled to vote for appliances or plumbing works therein or from the election of directors. If Tenant is a partnershiproof, a withdrawal street or changesubsurface or from any other places resulting from dampness or any other cause whatsoever, voluntary, involuntary or -41- 49 by operation of law, from the act or negligence of any general partnerother tenant or any officer, agent, employee, contractor or guest of any such tenant. Tenant acknowledges the necessity of housekeeping, ventilation, and moisture control (especially in kitchens, janitor’s closets, bathrooms, and break rooms) for mold prevention. Tenant agrees to immediately notify Landlord if it observes mold/mildew and/or moisture conditions (from any source, including leaks), and allow Landlord to evaluate and make recommendations and/or OFFICE LEASE AGREEMENT ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ Arcutis, Inc. 11 take appropriate corrective action. Tenant relieves Landlord from any liability for any bodily injury or damages to property caused by or associated with moisture or the dissolution growth of the partnership, shall be deemed a voluntary assignment.
G. It is the intent or occurrence of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy mold or mildew on the Premises. In addition, and to exercise such other rights as are conferred upon Tenant by this Lease. The parties agree that this Lease is not intended to have a bonus value, nor to serve as a vehicle whereby Tenant may profit by a future Transfer execution of this Lease or the right constitutes acknowledgement by Tenant that control of moisture and mold prevention are integral to use or occupy the Premises as a result of any favorable terms contained herein or any future changes in the market for leased spaceits Lease obligations. It is the intent of the parties that any such bonus value that may attach to this Lease shall be and remain the exclusive property of Landlord. In order to carry out this intent, if Tenant assigns its interest in this Lease in accordance with this Article, then Tenant shall pay to Landlord all of adopt and implement the net consideration if any received by Tenant as a result of such assignment as moisture and when received by Tenant. If Tenant sublets all or part of the Leased Premises in accordance with this Article, then Tenant shall pay to Landlord all the positive difference, if any, between (i) all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a fraction whose numerator is the leasable area of that portion of the Leased Premises so sublet and whose denominator is Tenant's Gross Leasable Area). Said consideration shall be payable to Landlord mold control guidelines set forth on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant. In calculating Landlord's right to any periodic payments, all costs incurred by Tenant incident to the sublease agreement shall be amortized over the term of the sublease. At the time Tenant makes any payment to Landlord required by this subparagraph, Tenant shall deliver an itemized statement of -42- 50 the method by which the amount due Landlord was calculated, certified by Tenant as true and correct. Landlord shall have the right to inspect Tenant's books and records relating to the payments due pursuant to this subparagraphExhibit J attached hereto.
Appears in 1 contract
Sources: Office Lease Agreement (Arcutis Biotherapeutics, Inc.)
By Tenant. Tenant shall be responsible to perform all maintenance and repairs to the Premises that are not sublet the Leased Premises or assign or encumber its interest in Landlord’s express responsibility under this Lease, whether voluntarily or by operation of lawat Tenant’s sole cost and expense. Tenant shall keep the Premises in good condition and repair, ordinary wear and tear excepted. Tenant’s repair obligations include, without limitation, repairs to: (1) floor covering and/or raised flooring; (2) interior partitions; (3) doors; (4) the interior side of demising walls; (5) electronic, phone and data cabling and related equipment (collectively, “Cable”) that is installed by or for the benefit of Tenant and located in the Premises or other portions of the Building or Project; (6) supplemental air conditioning units, private showers and kitchens, including hot water heaters, plumbing, dishwashers, ice machines and similar facilities serving Tenant exclusively; (7) phone rooms used exclusively by Tenant; (8) Alterations performed by contractors retained by or on behalf of Tenant, including related HVAC balancing; and (9) all of Tenant’s furnishings, trade fixtures, equipment and inventory. Landlord reserves the right to perform any of the foregoing maintenance or repair obligations or require that such obligations be performed by a contractor approved by Landlord's prior written consent, which consent shall such approval not to be unreasonably withheld, all at Tenant’s expense. In this regard:
A. Any attempted subletting, assignment or encumbrance without Landlord's prior consent All work shall be voidable and, at Landlord's election, shall constitute a default.
B. performed in accordance with the rules and procedures described in Section 8(a). If Tenant shall, by written notice, advise Landlord of its desire from and after a stated date (which shall not be less fails to make any repairs to the Premises for more than thirty (30) days nor more than one hundred eighty after written notice from Landlord (180) days after although notice shall not be required if there is an emergency, or if the date area to be repaired is visible from the exterior of Tenant's noticethe Building), or, if Tenant fails to sublet commence a cure and diligently pursue a cure to completion if the Leased Premises or cure cannot be completed within said thirty (30) day period, then Landlord may, in addition to any portion thereof for any part other remedy available to Landlord, make the repairs, and Tenant shall pay the reasonable cost of the term hereof, and in such event repairs to Landlord shall have the right, to be exercised by giving written notice to Tenant within thirty (30) days after receipt of Tenant's noticean invoice. However, to terminate this Lease as to notwithstanding the portion of the Leased Premises described in Tenant's notice and such notice shallforegoing, if given, terminate this Lease with respect to the portion of the Leased Premises therein described as of the date stated in Tenant's notice. Said notice by Tenant shall state not be liable for any failure to make repairs or to perform any maintenance hereunder unless such failure shall persist for longer than a commercially reasonable time after Tenant’s receipt of written notice from Landlord requesting such repairs or maintenance. At the name expiration of this Lease, Tenant shall surrender the Premises in good condition, excepting reasonable wear and address tear and losses required to be restored by Landlord. If Landlord elects to store any personal property of Tenant, including goods, wares, merchandise, inventory, trade fixtures and other personal property of Tenant, same shall be stored at the proposed subtenantsole risk of Tenant. It is generally understood that mold spores are present essentially everywhere and that mold can grow in most any moist location. Emphasis is properly placed on prevention of moisture and on good housekeeping and ventilation practices. Tenant acknowledges the necessity of housekeeping, ventilation, and Tenant shall deliver to Landlord a true moisture control (especially in kitchens, janitor’s closets, bathrooms, break rooms and complete copy of the proposed sublease with said noticearound outside walls) for mold prevention. If said notice shall specify all of the Leased Premises and Landlord shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Leased Premises, the Base Monthly Rent, as defined in paragraph 3.1 and adjusted pursuant to paragraph 3.2, shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect. -40- 48
C. Tenant agrees to reimburse immediately notify Landlord all reasonable costs if it observes mold/mildew and/or moisture conditions (from any source, including leaks), and attorneys' fees incurred by Landlord in conjunction with the processing and documentation of any such requested subletting, assignment or encumbrance. Such sublease, assignment or encumbrance shall not be effective until (i) Tenant shall have paid such costs and fees, (ii) each such sublessee, assignee or transferee shall have agreed in writing for the benefit of allow Landlord to assume, to be bound by, evaluate and to perform the obligations of this Lease to be performed by Tenant, and (iii) an executed copy of such sublease, assignment or encumbrance shall have been delivered to Landlordmake recommendations and/or take appropriate corrective action.
D. Consent by Landlord to one or more assignments or encumbrances of this Lease or to one or more sublettings of the Leased Premises shall not be deemed to be a consent to any subsequent assignment, encumbrance, or subletting.
E. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment or subletting.
F. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, shall be deemed a voluntary assignment of Tenant's interest in this Lease. The phrase "controlling percentage" means the ownership of and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or -41- 49 by operation of law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment.
G. It is the intent of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy the Premises, and to exercise such other rights as are conferred upon Tenant by this Lease. The parties agree that this Lease is not intended to have a bonus value, nor to serve as a vehicle whereby Tenant may profit by a future Transfer of this Lease or the right to use or occupy the Premises as a result of any favorable terms contained herein or any future changes in the market for leased space. It is the intent of the parties that any such bonus value that may attach to this Lease shall be and remain the exclusive property of Landlord. In order to carry out this intent, if Tenant assigns its interest in this Lease in accordance with this Article, then Tenant shall pay to Landlord all of the net consideration if any received by Tenant as a result of such assignment as and when received by Tenant. If Tenant sublets all or part of the Leased Premises in accordance with this Article, then Tenant shall pay to Landlord all the positive difference, if any, between (i) all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a fraction whose numerator is the leasable area of that portion of the Leased Premises so sublet and whose denominator is Tenant's Gross Leasable Area). Said consideration shall be payable to Landlord on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant. In calculating Landlord's right to any periodic payments, all costs incurred by Tenant incident to the sublease agreement shall be amortized over the term of the sublease. At the time Tenant makes any payment to Landlord required by this subparagraph, Tenant shall deliver an itemized statement of -42- 50 the method by which the amount due Landlord was calculated, certified by Tenant as true and correct. Landlord shall have the right to inspect Tenant's books and records relating to the payments due pursuant to this subparagraph.
Appears in 1 contract
By Tenant. VI.2.1 Upon receipt of Landlord's prior written approval, Tenant may from time to time, at its own expense, alter, renovate or improve the interior of the Premises provided the same be performed in a good and workmanlike manner, in accordance with accepted building practices and so as not to weaken or impair the strength or lessen the value of the Building in which the Premises are located. No changes, alterations or improvements affecting the exterior of the Premises or the Building or the Building systems shall be made by Tenant without the prior written approval of Landlord, which may be unreasonably withheld. Any work done by Tenant under the provisions of this Section shall not sublet interfere with the Leased Premises use by the other tenants of their premises in the Building. Tenant also agrees to pay 100% of any increase in the Real Estate Taxes or assign Landlord's Personal Property Taxes resulting from such improvements by or encumber its interest for Tenant.
VI.2.2 All alterations, decorations, additions and improvements made by Tenant, or made by Landlord on Tenant's behalf as provided in this Lease, whether voluntarily shall remain the property of Tenant for the Lease Term or by operation of lawany extension or renewal thereof, without Landlord's prior written consent, which consent but they shall not be unreasonably withheld. In this regard:
A. Any attempted subletting, assignment or encumbrance removed from the Premises without Landlord's the prior written consent shall be voidable and, at Landlord's election, shall constitute a default.
B. Tenant shall, by written notice, advise Landlord of its desire from and after a stated date (which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of Tenant's notice), to sublet the Leased Premises or any portion thereof for any part of the term hereof, and in such event Landlord shall have the right, to be exercised by giving written notice to Tenant thirty (30) days after receipt of Tenant's notice, to terminate this Lease as to the portion of the Leased Premises described in Tenant's notice and such notice shall, if given, terminate this Lease with respect to the portion of the Leased Premises therein described as of the date stated in Tenant's notice. Said notice by Tenant shall state the name and address of the proposed subtenant, and Tenant shall deliver to Landlord a true and complete copy of the proposed sublease with said notice. If said notice shall specify all of the Leased Premises and Landlord shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Leased Premises, the Base Monthly Rent, as defined in paragraph 3.1 and adjusted pursuant to paragraph 3.2, shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect. -40- 48
C. Tenant agrees to reimburse Landlord all reasonable costs and attorneys' fees incurred by Landlord in conjunction with the processing and documentation of any such requested subletting, assignment or encumbrance. Such sublease, assignment or encumbrance shall not be effective until (i) Tenant shall have paid such costs and fees, (ii) each such sublessee, assignee or transferee shall have agreed in writing for the benefit of Landlord to assume, to be bound by, and to perform the obligations of this Lease to be performed by Tenant, and (iii) an executed copy of such sublease, assignment or encumbrance shall have been delivered to Landlord.
D. Consent by Landlord to one or more assignments or encumbrances of this Lease or to one or more sublettings of VI.2.3 Upon obtaining the Leased Premises shall not be deemed to be a consent to any subsequent assignment, encumbrance, or subletting.
E. No subletting or assignment, even with the prior written consent of Landlord, Tenant shall relieve remove such alterations, decorations, additions and improvements and restore the Premises as provided in Section VI.5, and if Tenant fails to do so and moves from the Premises, all such alterations, decorations, additions and improvements shall become the property of its personal and primary obligation to pay the rent and to perform Landlord, who may charge Tenant for storing or disposing of any or all of such property. Landlord hereby agrees that if Tenant requests in writing prior to the other obligations installation of any alterations, improvements or additions that Landlord specify whether it will require the removal of the alterations, improvements or additions upon termination or expiration of this Lease. Landlord shall so specify within ten (10) days after Tenant's request. If Landlord fails to be performed by Tenant hereunder. The acceptance of rent by respond to such a request, Landlord from any person shall not be deemed to be a waiver by Landlord have not required the removal of any provision the alterations, improvements or additions upon the termination or expiration of this Lease or to be a consent to any assignment or sublettingLease.
F. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, shall be deemed a voluntary assignment of Tenant's interest in this Lease. The phrase "controlling percentage" means the ownership of and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or -41- 49 by operation of law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment.
G. It is the intent of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy the Premises, and to exercise such other rights as are conferred upon Tenant by this Lease. The parties agree that this Lease is not intended to have a bonus value, nor to serve as a vehicle whereby Tenant may profit by a future Transfer of this Lease or the right to use or occupy the Premises as a result of any favorable terms contained herein or any future changes in the market for leased space. It is the intent of the parties that any such bonus value that may attach to this Lease shall be and remain the exclusive property of Landlord. In order to carry out this intent, if Tenant assigns its interest in this Lease in accordance with this Article, then Tenant shall pay to Landlord all of the net consideration if any received by Tenant as a result of such assignment as and when received by Tenant. If Tenant sublets all or part of the Leased Premises in accordance with this Article, then Tenant shall pay to Landlord all the positive difference, if any, between (i) all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a fraction whose numerator is the leasable area of that portion of the Leased Premises so sublet and whose denominator is Tenant's Gross Leasable Area). Said consideration shall be payable to Landlord on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant. In calculating Landlord's right to any periodic payments, all costs incurred by Tenant incident to the sublease agreement shall be amortized over the term of the sublease. At the time Tenant makes any payment to Landlord required by this subparagraph, Tenant shall deliver an itemized statement of -42- 50 the method by which the amount due Landlord was calculated, certified by Tenant as true and correct. Landlord shall have the right to inspect Tenant's books and records relating to the payments due pursuant to this subparagraph.
Appears in 1 contract
Sources: Office Lease (Universal Access Inc)
By Tenant. At Tenant’s sole cost and expense, Tenant shall not sublet hereby expressly assumes responsibility to maintain the Leased Premises (including without limitation the roof, structural portion of the Premises, exterior walls, Building systems, landscaped areas and the Parking Area) in a clean, operable, attractive condition, and will not commit or assign allow to remain any waste or encumber its interest damage to any portion of the Leased Premises. Additionally, at Tenant’s sole cost and expense, subject to Landlord’s reasonable direction, supervision, and requirements, Tenant shall cause the repair or replacement of any damage to the Leased Premises caused by any Tenant Related Party. All such repairs and/or replacements shall be effected (a) in this Leasecompliance with all Legal Requirements; (b) in a manner that will not void or affect any contractor’s or manufacturer’s warranties; (c) in a good and workmanlike manner and (d) by contractors approved by Landlord. If Tenant becomes aware of any need for repair or replacement of damage with respect to the Leased Premises caused by any Tenant Related Party, whether voluntarily Tenant shall immediately notify Landlord thereof. If Landlord becomes aware (by notice from Tenant or otherwise) of any need for repair or replacement of damage to the Complex caused by operation of lawany Tenant Related Party, without Landlord's prior written consent, which consent Landlord shall not be unreasonably withheldso notify Tenant in writing. In this regard:
A. Any attempted sublettingeither event, assignment or encumbrance without Landlord's prior consent Tenant shall cause all such repairs and/or replacements to be voidable and, at Landlord's election, shall constitute a default.
B. Tenant shall, by written notice, advise Landlord of its desire from and after a stated date (which shall not be less than completed within thirty (30) days nor more than one hundred eighty thereafter; provided, however, if such repairs or replacements cannot be completed within such thirty (18030) days after the date of Tenant's notice)day period, to sublet the Leased Premises Tenant shall cause such repairs or any portion thereof for any part of the term hereof, and in such event Landlord shall have the right, replacements to be exercised by giving written notice to Tenant commenced within thirty (30) days after receipt of Tenant's notice, to terminate this Lease as to the portion of the Leased Premises described in Tenant's such notice and pursued diligently and promptly to satisfactory completion. In the event Tenant does not cause such notice shallrepairs or replacements to be timely commenced and diligently pursued to completion, if given, terminate this Lease with respect to the portion of the Leased Premises therein described as of the date stated in Tenant's notice. Said notice by Tenant shall state the name and address of the proposed subtenant, and Tenant shall deliver to Landlord a true and complete copy of the proposed sublease with said notice. If said notice shall specify all of the Leased Premises and Landlord shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Leased Premises, the Base Monthly Rent, as defined in paragraph 3.1 and adjusted pursuant to paragraph 3.2, such shall be adjusted on a pro rata basis to the number an Event of square feet retained by TenantDefault as provided in Section 22.1(b) and, and this Lease as so amended shall continue thereafter in full force and effect. -40- 48
C. Tenant agrees to reimburse without waiving or curing such Event of Default, Landlord all reasonable costs and attorneys' fees incurred by Landlord in conjunction with the processing and documentation of any may cause such requested subletting, assignment or encumbrance. Such sublease, assignment or encumbrance shall not be effective until (i) Tenant shall have paid such costs and fees, (ii) each such sublessee, assignee or transferee shall have agreed in writing for the benefit of Landlord to assume, repairs and/or replacement to be bound bymade at Tenant’s expense. Upon written demand, and to perform the obligations of this Lease to be performed by Tenant, and (iii) an executed copy of such sublease, assignment or encumbrance shall have been delivered to Landlord.
D. Consent by Landlord to one or more assignments or encumbrances of this Lease or to one or more sublettings of the Leased Premises shall not be deemed to be a consent to any subsequent assignment, encumbrance, or subletting.
E. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment or subletting.
F. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, shall be deemed a voluntary assignment of Tenant's interest in this Lease. The phrase "controlling percentage" means the ownership of and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or -41- 49 by operation of law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment.
G. It is the intent of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy the Premises, and to exercise such other rights as are conferred upon Tenant by this Lease. The parties agree that this Lease is not intended to have a bonus value, nor to serve as a vehicle whereby Tenant may profit by a future Transfer of this Lease or the right to use or occupy the Premises as a result of any favorable terms contained herein or any future changes in the market for leased space. It is the intent of the parties that any such bonus value that may attach to this Lease shall be and remain the exclusive property of Landlord. In order to carry out this intent, if Tenant assigns its interest in this Lease in accordance with this Article, then Tenant shall pay to Landlord all of the net consideration if any received by Tenant as a result of such assignment as reasonable costs and when received by Tenant. If Tenant sublets all expenses paid or part of the Leased Premises in accordance with this Article, then Tenant shall pay to Landlord all the positive difference, if any, between (i) all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by in making such payments by the subtenant times a fraction whose numerator is the leasable area of that portion of the Leased Premises so sublet and whose denominator is Tenant's Gross Leasable Area). Said consideration shall be payable to Landlord repairs and/or replacements, together with interest on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant. In calculating Landlord's right to any periodic payments, all costs incurred by Tenant incident to the sublease agreement shall be amortized over the term of the sublease. At the time Tenant makes any payment to Landlord required by this subparagraph, Tenant shall deliver an itemized statement of -42- 50 the method by which the amount due Landlord was calculated, certified by Tenant as true and correct. Landlord shall have the right to inspect Tenant's books and records relating to the payments due pursuant to this subparagraphamounts.
Appears in 1 contract
Sources: Lease Agreement (Cornerstone Healthcare Plus Reit, Inc.)
By Tenant. This Section 6.1 shall not apply to the Initial Tenant Improvement Work, which shall be governed exclusively by the Work Letter. Except as specifically set forth herein, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or assign or encumber its interest construct any improvements within the Premises until Landlord shall have first approved, in this Leasewriting, whether voluntarily or by operation of law, without Landlord's prior written consentthe plans and specifications therefor, which consent approval shall not be unreasonably withheld, conditioned or delayed by Landlord, except as to plans and specifications for Prohibited Alterations (as defined below), the approval of which may be withheld by Landlord in its sole and absolute discretion. In this regard:
A. Any attempted sublettingAs used herein, assignment "Prohibited Alterations" mean any alterations, modifications or encumbrance without improvements which may affect the structural components of the Building or the Systems and Equipment or which can be seen from (or may adversely affect any area) outside the Premises. Landlord shall be deemed to have disapproved Tenant's proposed plans and specifications if neither Landlord's prior consent shall be voidable and, at written approval or disapproval is delivered to Tenant within fifteen (15) days following Landlord's election, shall constitute a default.
B. Tenant shall, by written notice, advise Landlord of its desire from and after a stated date (which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of Tenant's notice), to sublet the Leased Premises or any portion thereof for any part of the term hereof, and in such event Landlord shall have the right, to be exercised by giving written notice to Tenant thirty (30) days after receipt of Tenant's noticewritten request for approval. Landlord's approval may state that it will require Tenant to remove the subject alterations, modifications or improvements by the expiration or earlier termination of this Lease, in which event Tenant shall be obligated to terminate remove the subject alterations, modifications or improvements by the expiration or earlier termination of this Lease as Lease. If Landlord does not state in its approval that removal will be required, Landlord shall be deemed to have elected to allow the portion subject alterations, modifications or improvements to remain on the Premises at the expiration or earlier termination of the Leased Premises described in this Lease. All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant's notice expense (including all permit fees and such notice shallgovernmental charges related thereto), if givenusing a licensed contractor first reasonably approved by Landlord, terminate this Lease in substantial compliance with respect to the portion of the Leased Premises therein described as of the date stated in Tenant's noticeLandlord-approved plans and specifications therefor. Said notice All work undertaken by Tenant shall state be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the name making of any such alterations or modifications or the construction of any such improvements until (a) all required governmental approvals and address permits shall have been obtained, (b) all requirements regarding insurance imposed by this Lease have been satisfied, (c) Tenant shall have given Landlord at least three (3) business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, (d) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9, and (e) if requested by Landlord and Tenant is no longer ▇▇▇▇▇▇▇▇ & Company, require Tenant to obtain a payment and performance bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such alterations (other than PreApproved Alterations) and naming Landlord as a co-obligee. In no event shall Tenant make any alterations, modifications or improvements whatsoever to the Common Areas or the exterior of the proposed subtenantBuilding including, and without limitation, any cuts or penetrations in the floor or exterior walls of the Premises. Any core drilling that Tenant desires to perform in connection with any alterations, modifications or improvements consented to by Landlord pursuant to this Section 6.1 shall be performed during other than Normal Business Hours. As used in this Article 6, the term "alterations, modifications or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Promptly after completion of any alterations, modifications or improvements to the Premises, Tenant shall deliver to Landlord a true and complete reproducible copy of the proposed sublease with said notice. If said notice shall specify all "as built" drawings of the Leased Premises same, and if Landlord should request, evidence of payment, contractors' affidavits and full and final waivers of all liens for labor, services or materials used in the construction of such alterations, modifications or improvements. Tenant shall give said termination notice with respect theretopay for all overhead, this Lease shall terminate on the date stated in Tenant's notice. Ifgeneral conditions, howeverfees and other costs and expenses of any alterations, this Lease shall terminate pursuant modifications or improvements to the foregoing with respect to less than all the Leased Premises, the Base Monthly Rent, as defined in paragraph 3.1 and adjusted pursuant to paragraph 3.2, . All work performed by Tenant or any Tenant Party shall be adjusted on a pro rata basis performed so as not to interfere with (a) the number other tenants, occupants or users of square feet retained by Tenantthe Building (including Landlord) or their use or occupancy of the Building or Common Areas, and this Lease as so amended shall continue thereafter in full force and effect. -40- 48
C. Tenant agrees to reimburse Landlord all reasonable costs and attorneys' fees incurred by Landlord in conjunction with or (b) the processing and documentation owners, tenants, occupants, or users of any such requested subletting, assignment or encumbranceneighboring properties. Such sublease, assignment or encumbrance shall not be effective until (i) Tenant shall have paid such costs take all precautionary steps reasonably necessary to protect its property, equipment and feesfacilities and the property, (ii) each such sublessee, assignee or transferee shall have agreed in writing for the benefit equipment and facilities of Landlord to assume, to be bound by, and to perform the obligations of this Lease to be performed others affected by Tenant, and (iii) an executed copy of such sublease, assignment or encumbrance shall have been delivered to Landlord.
D. Consent by Landlord to one or more assignments or encumbrances of this Lease or to one or more sublettings any of the Leased Premises shall not be deemed to be a consent to any subsequent assignment, encumbrance, work or subletting.
E. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations activities to be performed by Tenant hereunderor any Tenant Party, and shall make adequate provision for the safety and convenience of the tenants, occupants or users of the Building (including Landlord). The acceptance of rent by Landlord from any person Notwithstanding the foregoing to the contrary, Landlord's prior consent shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent required with respect to any assignment interior alterations, modifications or subletting.
F. If Tenant is a corporationimprovements to the Premises (collectively, any dissolutionthe "PreApproved Alterations") which (i) are not Prohibited Alterations, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer and (ii) cost less than seventy-five Thousand Dollars ($75,000.00) in the aggregate over the Lease Term during any six (6) consecutive month period, so long as (A) Tenant delivers to Landlord notice and copies of a controlling percentage all permits and final plans, specifications and working drawings (if any) for any such alterations, modifications or improvements at least five (5) business days prior to commencement of the capital stock of Tenant, shall be deemed a voluntary assignment of Tenant's interest in this Lease. The phrase "controlling percentage" means the ownership of and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or -41- 49 by operation of law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment.
G. It is the intent of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy the Premiseswork thereof, and to exercise such other rights as are conferred upon (B) Tenant by this Lease. The parties agree that this Lease is not intended to have a bonus value, nor to serve as a vehicle whereby Tenant may profit by a future Transfer complies with the requirements of this Lease or the right to use or occupy the Premises as a result of any favorable terms contained herein or any future changes in the market for leased space. It is the intent of the parties that any such bonus value that may attach to this Lease shall be and remain the exclusive property of Landlord. In order to carry out this intent, if Tenant assigns its interest in this Lease in accordance with this Article, then Tenant shall pay to Landlord all of the net consideration if any received by Tenant as a result of such assignment as and when received by Tenant. If Tenant sublets all or part of the Leased Premises in accordance with this Article, then Tenant shall pay to Landlord all the positive difference, if any, between Section 6.1 (i) all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a fraction whose numerator is the leasable area of that portion of the Leased Premises so sublet and whose denominator is Tenant's Gross Leasable Area). Said consideration shall be payable to Landlord on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant. In calculating than obtaining Landlord's right to any periodic payments, all costs incurred by Tenant incident to the sublease agreement shall be amortized over the term of the sublease. At the time Tenant makes any payment to Landlord required by this subparagraph, Tenant shall deliver an itemized statement of -42- 50 the method by which the amount due Landlord was calculated, certified by Tenant as true and correct. Landlord shall have the right to inspect Tenant's books and records relating to the payments due pursuant to this subparagraphprior written consent).
Appears in 1 contract
Sources: Lease (Crawford & Co)
By Tenant. Tenant shall not sublet make any alterations to or modifications of the Leased Premises or assign construct any improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval may not be unreasonably withheld. All such modifications, alterations or encumber improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant’s expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five business days prior written notice of its interest intention to commence such work so that Landlord may post and file notices of non-responsibility, (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder’s risk insurance in this Leasean amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9 and (v) with respect to any alteration or modification that affect Building Systems, whether voluntarily Tenant shall first obtain approval from Landlord’s designated engineer for the affected Building System. Tenant shall pay to Landlord, within thirty (30) days of demand therefor an administrative fee in connection with any alterations or by operation modifications in the Leased Premises in an amount equal to the greater of law(x) 3% of the total cost of such alterations or modifications or (y) $250. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises without Landlord's ’s prior written consent, which consent may be granted or withheld in Landlord’s sole discretion (collectively, “Prohibited Alterations”). As used in this Article, the term “modifications, alterations and/or improvements” shall not be unreasonably withheldinclude, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. In this regard:
A. Any attempted sublettingNotwithstanding the foregoing, assignment or encumbrance Tenant, without Landlord's ’s prior consent written consent, shall be voidable andpermitted to make alterations other than Prohibited Alterations to the Building, at Landlord's electionprovided that: (a) such alterations do not exceed $25,000 individually or $100,000 in the aggregate, (b) Tenant shall constitute a default.
B. timely provide Landlord the notice required pursuant to subparagraph (iii) above, (c) Tenant shall, by written notice, advise shall notify Landlord of its desire from and after a stated date (which shall not be less than in writing within thirty (30) days nor more than one hundred eighty (180) days after the date of Tenant's notice), to sublet the Leased Premises or any portion thereof for any part completion of the term hereof, alteration and in such event Landlord shall have the right, to be exercised by giving written notice to Tenant thirty (30) days after receipt of Tenant's notice, to terminate this Lease as to the portion of the Leased Premises described in Tenant's notice and such notice shall, if given, terminate this Lease with respect to the portion of the Leased Premises therein described as of the date stated in Tenant's notice. Said notice by Tenant shall state the name and address of the proposed subtenant, and Tenant shall deliver to Landlord a true and complete copy set of the proposed sublease with said notice. If said notice shall specify all plans and specifications therefor, either “as built” or marked to show construction changes made, and (d) Tenant shall, upon Landlord’s request, remove the alteration at the termination of the Lease and restore the Leased Premises and Landlord shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect their condition prior to less than all the Leased Premises, the Base Monthly Rent, as defined in paragraph 3.1 and adjusted pursuant to paragraph 3.2, shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect. -40- 48
C. Tenant agrees to reimburse Landlord all reasonable costs and attorneys' fees incurred by Landlord in conjunction with the processing and documentation of any such requested subletting, assignment or encumbrance. Such sublease, assignment or encumbrance shall not be effective until (i) Tenant shall have paid such costs and fees, (ii) each such sublessee, assignee or transferee shall have agreed in writing for the benefit of Landlord to assume, to be bound by, and to perform the obligations of this Lease to be performed by Tenant, and (iii) an executed copy of such sublease, assignment or encumbrance shall have been delivered to Landlord.
D. Consent by Landlord to one or more assignments or encumbrances of this Lease or to one or more sublettings of the Leased Premises shall not be deemed to be a consent to any subsequent assignment, encumbrance, or subletting.
E. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment or subletting.
F. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, shall be deemed a voluntary assignment of Tenant's interest in this Lease. The phrase "controlling percentage" means the ownership of and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or -41- 49 by operation of law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment.
G. It is the intent of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy the Premises, and to exercise such other rights as are conferred upon Tenant by this Lease. The parties agree that this Lease is not intended to have a bonus value, nor to serve as a vehicle whereby Tenant may profit by a future Transfer of this Lease or the right to use or occupy the Premises as a result of any favorable terms contained herein or any future changes in the market for leased space. It is the intent of the parties that any such bonus value that may attach to this Lease shall be and remain the exclusive property of Landlord. In order to carry out this intent, if Tenant assigns its interest in this Lease in accordance with this Article, then Tenant shall pay to Landlord all of the net consideration if any received by Tenant as a result of such assignment as and when received by Tenant. If Tenant sublets all or part of the Leased Premises in accordance with this Article, then Tenant shall pay to Landlord all the positive difference, if any, between (i) all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a fraction whose numerator is the leasable area of that portion of the Leased Premises so sublet and whose denominator is Tenant's Gross Leasable Area). Said consideration shall be payable to Landlord on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant. In calculating Landlord's right to any periodic payments, all costs incurred by Tenant incident to the sublease agreement shall be amortized over the term of the sublease. At the time Tenant makes any payment to Landlord required by this subparagraph, Tenant shall deliver an itemized statement of -42- 50 the method by which the amount due Landlord was calculated, certified by Tenant as true and correctalteration. Landlord shall have render a decision, at the right to inspect Tenant's books and records relating to time that request is made by Tenant for approval of an alteration or upon notification of an alteration not requiring Landlord’s consent, whether such alteration can remain or if such alteration must be removed at the payments due pursuant to this subparagraphexpiration or sooner termination of the Lease Term.
Appears in 1 contract
Sources: Office Lease (Cortina Systems Inc)
By Tenant. Tenant shall not sublet the Leased Premises or assign or encumber its interest in this Lease, whether voluntarily or by operation of law, without Landlord's prior written consent, which consent shall not be unreasonably withheld. In this regard:
A. Any attempted subletting, assignment or encumbrance without Landlord's prior consent shall be voidable and, at Landlord's election, shall constitute a default.
B. Tenant shall, by written notice, advise Landlord of its desire from and after a stated date (which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of Tenant's notice), to sublet the Leased Premises or any portion thereof for any part of the term hereof, and in such event Landlord shall have the right, order to be exercised by giving written notice eligible for such partial disbursement, Tenant must submit to Tenant thirty (30) days after receipt of Tenant's notice, to terminate this Lease as to the portion of the Leased Premises described in Tenant's notice and such notice shall, if given, terminate this Lease Lessor a sworn construction statement with respect to all work through the portion thirtieth day of construction, proof that all work through the Leased Premises therein described as thirtieth day of the date stated in Tenant's notice. Said notice by Tenant shall state the name and address of the proposed subtenantconstruction has actually been paid for, and Tenant shall deliver to Landlord a true and complete copy lien waivers for all work through the thirtieth day of the proposed sublease with said notice. If said notice shall specify all of the Leased Premises and Landlord shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Leased Premises, the Base Monthly Rent, as defined in paragraph 3.1 and adjusted pursuant to paragraph 3.2, shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect. -40- 48
C. Tenant agrees to reimburse Landlord all reasonable costs and attorneys' fees incurred by Landlord in conjunction with the processing and documentation of any such requested subletting, assignment or encumbrance. Such sublease, assignment or encumbrance shall not be effective until (i) Tenant shall have paid such costs and fees, (ii) each such sublessee, assignee or transferee shall have agreed in writing for the benefit of Landlord to assume, to be bound by, and to perform the obligations of this Lease to be performed by Tenant, and (iii) an executed copy of such sublease, assignment or encumbrance shall have been delivered to Landlord.
D. Consent by Landlord to one or more assignments or encumbrances of this Lease or to one or more sublettings of the Leased Premises shall not be deemed to be a consent to any subsequent assignment, encumbrance, or subletting.
E. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment or subletting.
F. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, shall be deemed a voluntary assignment of Tenant's interest in this Lease. The phrase "controlling percentage" means the ownership of and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or -41- 49 by operation of law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment.
G. It is the intent of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy the Premises, and to exercise such other rights as are conferred upon Tenant by this Lease. The parties agree that this Lease is not intended to have a bonus value, nor to serve as a vehicle whereby Tenant may profit by a future Transfer of this Lease or the right to use or occupy the Premises as a result of any favorable terms contained herein or any future changes in the market for leased space. It is the intent of the parties that any such bonus value that may attach to this Lease shall be and remain the exclusive property of Landlordconstruction. In order to carry out this intentbe eligible for reimbursement, if Tenant assigns its interest all work must be in this Lease substantial compliance with the Plans approved by Lessor and otherwise in accordance with the terms and conditions of this Article, then Tenant shall pay to Landlord Lease. Provided that all of the net consideration foregoing conditions are satisfied, Lessor shall make the partial disbursement within fourteen business days after Tenant makes application to Lessor for the partial disbursement. The amount disbursed to Tenant upon final completion of the Tenant Improvements shall be reduced by the amount of any earlier partial disbursement. In the case of any failure of Lessor to make any payment due Tenant under this Section 13, if any received Lessor fails to pay the same within 10 days after written demand by Tenant as a result of such assignment as and when received by Tenant. If Tenant sublets all or part of the Leased Premises in accordance with this Article, then Tenant shall pay to Landlord all the positive difference, if any, between (i) all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a fraction whose numerator is the leasable area of that portion of the Leased Premises so sublet and whose denominator is Tenant's Gross Leasable Area). Said consideration shall be payable to Landlord on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant. In calculating Landlord's right to any periodic payments, all costs incurred by Tenant incident to the sublease agreement shall be amortized over the term of the sublease. At the time Tenant makes any payment to Landlord required by this subparagraphLessor, Tenant shall deliver an itemized statement of -42- 50 the method by which the amount due Landlord was calculated, certified by Tenant as true and correct. Landlord shall have the right to inspect deduct the amount past due from Lessor under this Section, without liability for forfeiture, as an offset against Monthly Rent. Tenant will not make any alterations, additions or improvements in or to the Premises without first obtaining the written approval of Lessor, which approval shall not unreasonably be withheld. Tenant will get Lessor's prior written approval of any contractor or subcontractor who is to perform work on the Premises at Tenant's books request, which approval shall not unreasonably be withheld. Lessor may require Tenant to post a bond, cash or other security to protect the Premises from mechanic's liens. All alterations by Tenant will be constructed with new materials unless the materials are already in the Premises, in a good and records relating workmanlike manner, and in substantial compliance with the plans and specifications approved by Lessor and all applicable laws, ordinances, rules, orders, regulations, or other requirements of governmental authorities. Tenant will pay for any labor, services, materials, supplies or equipment properly furnished or alleged to have been furnished to Tenant in or about the Premises. Tenant will pay and discharge any mechanic's, materialmen's or other lien against the Premises resulting from Tenant's failure to make such payment or alleged failure to make such payment, or will contest the lien and deposit with Lessor cash equal to the payments due pursuant amount of the lien plus Lessor's reasonable estimate of any additional costs to remove the lien. If the lien is reduced to final judgment, Tenant will discharge the judgment and Lessor will return the cash deposited by Tenant. Lessor may post notices of nonresponsibility on the Premises as provided by law. All alterations, additions and improvements to the Premises made at Lessor's or Tenant's expense, except movable office furniture and Tenant's movable trade fixtures and equipment, will become the property of Lessor upon installation and will be surrendered with the Premises upon termination of this subparagraphLease, except as otherwise agreed in writing by Lessor and Tenant.
Appears in 1 contract
Sources: Lease (Advancepcs)
By Tenant. If any Rent is in arrears for a period of ten (10) days after a written notice from Landlord to Tenant, or if Tenant shall not sublet fail at any time to keep or perform any of the Leased Premises covenants or assign or encumber its interest in conditions of this Lease, whether voluntarily or by operation Lease other than a covenant for the payment of law, without Landlord's prior written consent, which consent shall not be unreasonably withheld. In this regard:
A. Any attempted subletting, assignment or encumbrance without Landlord's prior consent shall be voidable and, at Landlord's election, shall constitute the monthly Rent for a default.
B. Tenant shall, by written notice, advise Landlord period of its desire from and after a stated date (which shall not be less more than thirty (30) days nor more than one hundred eighty after written notice thereof from Landlord (180unless the cure cannot reasonably be completed within such thirty (30) days after the date of Tenant's noticeday period, and Tenant commences to cure such default within such thirty (30) day cure period and diligently pursues such cure to completion), then, and in either or any of such events Landlord, may, at its option, cancel this Lease upon giving the notice required by law, and/or may re-enter said Premises, but notwithstanding such re-entry by the Landlord, the liability of the Tenant for the Rent provided for herein shall not be extinguished for the balance of the Term of this Lease, and Tenant covenants and agrees to sublet make good to the Leased Landlord any deficiency arising from a re-entry and/or a reletting of the Premises at a lesser rental than herein agreed. The Tenant shall pay such deficiency each month as the amount thereof is ascertained by the Landlord. Landlord shall have an affirmative obligation to use its best efforts to relet the Premises or any portion thereof for any part of the term hereof, and in such event Landlord shall have the right, to be exercised by giving written notice to Tenant thirty (30) days after receipt of Tenant's notice, to terminate this Lease as to the portion of the Leased Premises described in Tenant's notice and such notice shall, if given, terminate this Lease with respect to the portion of the Leased Premises therein described as of the date stated in Tenant's notice. Said notice by Tenant shall state the name and address of the proposed subtenantPremises, and Tenant shall deliver to Landlord a true and complete copy of pay the proposed sublease with said notice. If said notice shall specify all of the Leased Premises and Landlord shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant cost for reletting including but not limited to the foregoing with respect to less than all the Leased Premisescost of tenant improvements, the Base Monthly Rent, as defined in paragraph 3.1 and adjusted pursuant to paragraph 3.2, shall be adjusted on a pro rata basis to the number any of square feet retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect. -40- 48
C. Tenant agrees to reimburse Landlord all Landlord's reasonable costs and attorneys' fees incurred and the real estate commission for such reletting. If Landlord relets for a period of time longer than the current Lease Term, then any such costs shall be allocated throughout the entire reletting term to not unduly reduce the amount of consideration received by Landlord in conjunction with during the processing and documentation remaining period of any such requested subletting, assignment Tenant's Lease Tenn. No remedy or encumbrance. Such sublease, assignment or encumbrance shall not be effective until (i) Tenant shall have paid such costs and fees, (ii) each such sublessee, assignee or transferee shall have agreed in writing for the benefit of Landlord to assume, to be bound by, and to perform the obligations of this Lease to be performed by Tenant, and (iii) an executed copy of such sublease, assignment or encumbrance shall have been delivered to Landlord.
D. Consent election by Landlord to one or more assignments or encumbrances of this Lease or to one or more sublettings of the Leased Premises shall not be deemed to be a consent to any subsequent assignment, encumbrance, or subletting.
E. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment or subletting.
F. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, hereunder shall be deemed a voluntary assignment of Tenant's interest exclusive, but shall, wherever possible, be cumulative with all other remedies at law or in this Leaseequity. The phrase "controlling percentage" means the ownership of and the right If any payment due from Tenant to vote stock possessing Landlord hereunder is more than fifty percent ten (50%10) of the total combined voting power of all classes of Tenant's capital stock issueddays late, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or -41- 49 by operation of law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment.
G. It is the intent of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy the Premises, and to exercise such other rights as are conferred upon Tenant by this Lease. The parties agree that this Lease is not intended to have a bonus value, nor to serve as a vehicle whereby Tenant may profit by a future Transfer of this Lease or the right to use or occupy the Premises as a result of any favorable terms contained herein or any future changes in the market for leased space. It is the intent of the parties that any such bonus value that may attach to this Lease shall be and remain the exclusive property of Landlord. In order to carry out this intent, if Tenant assigns its interest in this Lease in accordance with this Article, then Tenant shall pay to Landlord all interest on such late payment at an interest rate of two percent (2%) above the net consideration if any received by Tenant as a result of such assignment as and when received by Tenant. If Tenant sublets all or part of the Leased Premises in accordance with this Article, then Tenant shall pay to Landlord all the positive difference, if any, between (i) all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a fraction whose numerator is the leasable area of that portion of the Leased Premises so sublet and whose denominator is Tenant's Gross Leasable Area). Said consideration shall be payable to Landlord on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant. In calculating Landlord's right to any periodic payments, all costs incurred by Tenant incident to the sublease agreement shall be amortized over the term of the sublease. At the time Tenant makes any payment to Landlord required by this subparagraph, Tenant shall deliver an itemized statement of -42- 50 the method by which the amount due Landlord was calculated, certified by Tenant as true and correct. Landlord shall have the right to inspect Tenant's books and records relating to the payments due pursuant to this subparagraphPrime Rate.
Appears in 1 contract
Sources: Lease (Starbucks Corp)
By Tenant. This Paragraph 6.1 does not relate to the Tenant Improvements installed in accordance with and pursuant to the Work Letter, but to alterations, modifications, and improvements made after the date the Tenant Improvements are substantially completed. Tenant shall not sublet make any Non-Standard Office Improvements until Landlord shall have first approved, in writing, the Leased Premises plans and specifications therefor, which approval may be withheld in Landlord’s sole discretion as to Non-Standard Office Improvements which affect the Building façade, structure, or assign systems, and otherwise such approval may be withheld in Landlord’s reasonable discretion. Landlord’s written approval shall, if applicable, also contain Landlord’s election to require Tenant to remove the subject Non-Standard Office Improvements at the expiration or encumber its interest in earlier termination of this Lease, whether voluntarily in which event Tenant shall be obligated to do so. All modifications, alterations or improvements shall be made, constructed or installed by operation Tenant at Tenant’s expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord which approval shall not be unreasonably withheld or delayed, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and Restrictions and in a good and workmanlike manner using new materials of lawgood quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) any and all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five (5) business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder’s risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Common Areas (except the Exclusive Use Common Areas). As used in this Article, the term “modifications, alterations and/or improvements” shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Notwithstanding the foregoing, Tenant, without Landlord's ’s prior written consent, which consent shall not be unreasonably withheld. In this regard:
A. Any attempted subletting, assignment or encumbrance without Landlord's prior consent shall be voidable andpermitted to make alterations to the Leased Premises which are not Non-Standard Office Improvements provided that: (a) Tenant shall timely provide Landlord the notices required pursuant to Paragraph 4.9 above, at Landlord's election(b) Tenant shall have secured the approval of all governmental authorities and all permits required by governmental authorities having jurisdiction over such approvals and permits for such alterations, and shall constitute a default.
B. provide copies of such approvals and permits to Landlord prior to commencing any work with respect to such alterations, and (c) Tenant shall, by written notice, advise shall notify Landlord of its desire from and after a stated date (which shall not be less than in writing within thirty (30) days nor more than one hundred eighty (180) days after the date of Tenant's notice), to sublet the Leased Premises or any portion thereof for any part completion of the term hereof, alteration and in such event Landlord shall have the right, to be exercised by giving written notice to Tenant thirty (30) days after receipt of Tenant's notice, to terminate this Lease as to the portion of the Leased Premises described in Tenant's notice and such notice shall, if given, terminate this Lease with respect to the portion of the Leased Premises therein described as of the date stated in Tenant's notice. Said notice by Tenant shall state the name and address of the proposed subtenant, and Tenant shall deliver to Landlord a true and complete copy set of the proposed sublease with said notice. If said notice shall specify all of the Leased Premises plans and Landlord shall give said termination notice with respect theretospecifications therefor, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant either “as built” or marked to the foregoing with respect to less than all the Leased Premises, the Base Monthly Rent, as defined in paragraph 3.1 and adjusted pursuant to paragraph 3.2, shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect. -40- 48
C. Tenant agrees to reimburse Landlord all reasonable costs and attorneys' fees incurred by Landlord in conjunction with the processing and documentation of any such requested subletting, assignment or encumbrance. Such sublease, assignment or encumbrance shall not be effective until (i) Tenant shall have paid such costs and fees, (ii) each such sublessee, assignee or transferee shall have agreed in writing for the benefit of Landlord to assume, to be bound by, and to perform the obligations of this Lease to be performed by Tenant, and (iii) an executed copy of such sublease, assignment or encumbrance shall have been delivered to Landlordshow construction changes made.
D. Consent by Landlord to one or more assignments or encumbrances of this Lease or to one or more sublettings of the Leased Premises shall not be deemed to be a consent to any subsequent assignment, encumbrance, or subletting.
E. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment or subletting.
F. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, shall be deemed a voluntary assignment of Tenant's interest in this Lease. The phrase "controlling percentage" means the ownership of and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or -41- 49 by operation of law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment.
G. It is the intent of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy the Premises, and to exercise such other rights as are conferred upon Tenant by this Lease. The parties agree that this Lease is not intended to have a bonus value, nor to serve as a vehicle whereby Tenant may profit by a future Transfer of this Lease or the right to use or occupy the Premises as a result of any favorable terms contained herein or any future changes in the market for leased space. It is the intent of the parties that any such bonus value that may attach to this Lease shall be and remain the exclusive property of Landlord. In order to carry out this intent, if Tenant assigns its interest in this Lease in accordance with this Article, then Tenant shall pay to Landlord all of the net consideration if any received by Tenant as a result of such assignment as and when received by Tenant. If Tenant sublets all or part of the Leased Premises in accordance with this Article, then Tenant shall pay to Landlord all the positive difference, if any, between (i) all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a fraction whose numerator is the leasable area of that portion of the Leased Premises so sublet and whose denominator is Tenant's Gross Leasable Area). Said consideration shall be payable to Landlord on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant. In calculating Landlord's right to any periodic payments, all costs incurred by Tenant incident to the sublease agreement shall be amortized over the term of the sublease. At the time Tenant makes any payment to Landlord required by this subparagraph, Tenant shall deliver an itemized statement of -42- 50 the method by which the amount due Landlord was calculated, certified by Tenant as true and correct. Landlord shall have the right to inspect Tenant's books and records relating to the payments due pursuant to this subparagraph.
Appears in 1 contract
By Tenant. Tenant shall shall, at its sole cost and expense, promptly perform all maintenance and repairs to the Premises that are not sublet the Leased Premises or assign or encumber its interest in Landlord’s express responsibility under this Lease, whether voluntarily or by operation of lawand shall keep the Premises in good condition and repair, ordinary wear and tear excepted. Tenant’s repair obligations include, without limitation, repairs to: (1) floor covering and/or raised flooring; (2) interior partitions; (3) doors; (4) the interior side of demising walls; (5) electronic, phone and data cabling and related equipment (collectively, “Cable”) that is installed by or for the benefit of Tenant and located in the Premises or other portions of the Building or Project; (6) supplemental air conditioning units, private showers and kitchens, including hot water heaters, plumbing, dishwashers, ice machines and similar facilities serving Tenant exclusively; (7) phone rooms used exclusively by Tenant; (8) Alterations performed by contractors retained by or on behalf of Tenant, including related HVAC balancing; and (9) all of Tenant’s furnishings, trade fixtures, equipment and inventory. Landlord reserves the right to require that such obligations be performed by a contractor approved by Landlord's prior written consent, which consent approval Landlord shall not unreasonably withhold, all at Tenant’s expense. All work shall be performed in accordance with the rules and procedures described in Section 8(a). If Tenant fails to maintain or make any repairs to the Premises for more than fifteen (15) days after notice from Landlord (although notice shall not be unreasonably withheld. In this regard:
A. Any attempted sublettingrequired if there is an emergency, assignment or encumbrance without Landlord's prior consent shall if the area to be voidable andrepaired is visible from the exterior of the Building), at Landlord's election, shall constitute a default.
B. or within such longer period of time as necessary if the repair cannot reasonably be completed within said time so long as Tenant shall, by written notice, advise Landlord of its desire from and after a stated date commences such repair within such fifteen (which shall not be less than thirty (3015) days nor more than one hundred eighty and thereafter continuously and diligently pursues completion of such repair, but in no event will such cure period be extended beyond an additional sixty (18060) days after days, then Landlord may, in addition to any other remedy available to Landlord, make the date of Tenant's notice)repairs, to sublet and Tenant shall pay the Leased Premises or any portion thereof for any part reasonable out-of-pocket cost of the term hereof, and in such event repairs to Landlord shall have the right, to be exercised by giving written notice to Tenant within thirty (30) days after receipt of Tenant's noticean invoice. At the expiration of this Lease, to terminate this Lease as to the portion of the Leased Premises described in Tenant's notice and such notice shall, if given, terminate this Lease with respect to the portion of the Leased Premises therein described as of the date stated in Tenant's notice. Said notice by Tenant shall state surrender the name Premises in good condition, excepting reasonable wear and address of the proposed subtenant, tear and Tenant shall deliver to Landlord a true and complete copy of the proposed sublease with said notice. If said notice shall specify all of the Leased Premises and Landlord shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Leased Premises, the Base Monthly Rent, as defined in paragraph 3.1 and adjusted pursuant to paragraph 3.2, shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect. -40- 48
C. Tenant agrees to reimburse Landlord all reasonable costs and attorneys' fees incurred by Landlord in conjunction with the processing and documentation of any such requested subletting, assignment or encumbrance. Such sublease, assignment or encumbrance shall not be effective until (i) Tenant shall have paid such costs and fees, (ii) each such sublessee, assignee or transferee shall have agreed in writing for the benefit of Landlord to assume, losses required to be bound by, and to perform the obligations of this Lease to be performed restored by Tenant, and (iii) an executed copy of such sublease, assignment or encumbrance shall have been delivered to Landlord.
D. Consent by Landlord to one or more assignments or encumbrances of this Lease or to one or more sublettings of the Leased Premises shall not be deemed to be a consent to any subsequent assignment, encumbrance, or subletting.
E. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its . All personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment or subletting.
F. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization property of Tenant, or the sale or including goods, wares, merchandise, inventory, trade fixtures and other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock personal property of Tenant, shall be deemed a voluntary assignment stored at the sole risk of Tenant's interest . Landlord or its agents shall not be liable for any loss or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Complex or from the pipes, appliances or plumbing works therein or from the roof, street or subsurface or from any other places resulting from dampness or any other cause whatsoever unless due to the negligence or willful misconduct of a Landlord Party, or from the act or negligence of any other tenant or any officer, agent, employee, contractor or guest of any such tenant. It is generally understood that mold spores are present essentially everywhere and that mold can grow in most any moist location. Emphasis is properly placed on prevention of moisture and on good housekeeping and ventilation practices. Tenant acknowledges the necessity of housekeeping, ventilation, and moisture control (especially in kitchens, janitor’s closets, bathrooms, break rooms and around outside walls) for mold prevention. In signing this Lease. The phrase "controlling percentage" means , Tenant has first inspected the ownership of Premises and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant's capital stock issuedcertifies that it has not observed mold, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal mildew or change, voluntary, involuntary or -41- 49 by operation of law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment.
G. It is the intent of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy moisture within the Premises. Tenant agrees to immediately notify Landlord if it observes mold/mildew and/or moisture conditions (from any source, including leaks), and allow Landlord to exercise such other rights as are conferred upon Tenant by this Leaseevaluate and make recommendations and/or take appropriate corrective action. The parties agree that this Lease is not intended to have a bonus valueIn addition, nor to serve as a vehicle whereby Tenant may profit by a future Transfer execution of this Lease or the right to constitutes acknowledgement by Tenant that control of moisture and mold prevention by Tenant in connection with Tenant’s use or occupy and operation of the Premises as a result of any favorable terms contained herein or any future changes in the market for leased space. It is the intent of the parties that any such bonus value that may attach are integral to this Tenant’s compliance with its Lease shall be and remain the exclusive property of Landlord. In order to carry out this intentobligations; provided, if Tenant assigns its interest in this Lease in accordance with this Article, then Tenant shall pay to Landlord all of the net consideration if any received by Tenant as a result of such assignment as and when received by Tenant. If Tenant sublets all or part of the Leased Premises in accordance with this Article, then Tenant shall pay to Landlord all the positive difference, if any, between (i) all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a fraction whose numerator is the leasable area of that portion of the Leased Premises so sublet and whose denominator is Tenant's Gross Leasable Area). Said consideration shall be payable to Landlord on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant. In calculating Landlord's right to any periodic payments, all costs incurred by Tenant incident to the sublease agreement shall be amortized over the term of the sublease. At the time Tenant makes any payment to Landlord required by this subparagraphhowever, Tenant shall deliver an itemized statement of -42- 50 not be liable for leakage or seepage around windows or due to other Building construction defects (which shall remain Landlord’s obligation to cure). Tenant shall adopt and implement the method moisture and mold control guidelines reasonably required by which the amount due Landlord was calculated, certified by Tenant as true and correct. Landlord shall have the right to inspect Tenant's books and records relating to the payments due pursuant to this subparagraphLandlord.
Appears in 1 contract
Sources: Office Lease Agreement (Cray Inc)
By Tenant. A. Tenant shall agrees to carry public liability insurance on the Premises during the Lease Term, covering the Tenant and naming the Landlord, the Ground Lessor, the Agency, and the City of San Jose ▇▇ additional named insureds with terms and companies satisfactory to Landlord, for limits of not sublet the Leased Premises or assign or encumber its interest in less than Five Million Dollars ($5,000,000.00) per occurrence combined single limit. Tenant's insurance will include contractual liability coverage recognizing this Lease, whether voluntarily or by operation of law, without Landlord's prior written consent, which consent shall not be unreasonably withheld. In this regard:
A. Any attempted subletting, assignment or encumbrance without Landlord's prior consent products and/or completed operations liability and providing that Landlord and Tenant shall be voidable and, at Landlord's election, shall constitute given a default.
B. Tenant shall, by written notice, advise Landlord minimum of its desire from and after a stated date (which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after written notice by the date insurance company prior to cancellation, termination or change in such insurance. Tenant also agrees to carry insurance against fire and such other risks as are from time to time included in standard Fire and Extended Coverage insurance, for the full insurable value, covering all of Tenant's notice)merchandise, to sublet trade fixtures, furnishing, wall covering, floor covering, carpeting, drapes, equipment and all items of personal property of Tenant located on or within the Leased Premises or any portion thereof for any part Premises. Tenant shall provide Landlord with certificates or, at Landlord's request, copies of the term policies, evidencing that such insurance is in full force and effect and stating the terms thereof. Subject to Section 15.3 below, the minimum limits of the comprehensive general liability policy of insurance shall in no way limit or diminish Tenant's liability under Section 15.6 hereof, and in such event Landlord shall have the right, to be exercised by giving written notice to Tenant . Within thirty (30) days after receipt of Tenant's noticedemand therefore by Landlord, to terminate this Lease as to the portion of the Leased Premises described in Tenant's notice and such notice shall, if given, terminate this Lease with respect to the portion of the Leased Premises therein described as of the date stated in Tenant's notice. Said notice by Tenant shall state the name and address furnish Landlord with evidence that it has complied with such demand.
B. If Tenant uses, stores, handles, processes or disposes of the proposed subtenanthazardous materials, and then Tenant shall deliver to Landlord a true and complete copy of the proposed sublease with said notice. If said notice shall specify all of the Leased Premises and Landlord shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Leased Premises, the Base Monthly Rent, as defined in paragraph 3.1 and adjusted pursuant to paragraph 3.2, shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue thereafter maintain in full force and effect. -40- 48
C. Tenant agrees to reimburse Landlord all reasonable costs and attorneys' fees incurred by Landlord in conjunction with effect through the processing and documentation of any such requested subletting, assignment or encumbrance. Such sublease, assignment or encumbrance shall not be effective until (i) Tenant shall have paid such costs and fees, (ii) each such sublessee, assignee or transferee shall have agreed in writing for the benefit of Landlord to assume, to be bound by, and to perform the obligations Term of this Lease to be performed by Tenantand or any renewal thereof, and (iii) an executed copy environmental impairment liability insurance with limits of such subleasenot less than $1,000,000, assignment providing coverage for bodily injury, property damage or encumbrance shall have been delivered to Landlord.
D. Consent by Landlord to one injury or more assignments damage of actual, alleged or encumbrances threatened emission, hazardous materials, discharge, dispersal, seepage, release or escape of this Lease including any loss, cost or to one or more sublettings of the Leased Premises shall not be deemed to be a consent to any subsequent assignment, encumbrance, or subletting.
E. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment or subletting.
F. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, shall be deemed a voluntary assignment of Tenant's interest in this Lease. The phrase "controlling percentage" means the ownership of and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or -41- 49 by operation of law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment.
G. It is the intent of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy the Premises, and to exercise such other rights as are conferred upon Tenant by this Lease. The parties agree that this Lease is not intended to have a bonus value, nor to serve as a vehicle whereby Tenant may profit by a future Transfer of this Lease or the right to use or occupy the Premises expense incurred as a result of any favorable terms contained herein cleanup of hazardous materials or any future changes in the market for leased space. It is investigation, settlement or defense of any claim, suit, or proceedings against the intent property owner or management company arising from the Tenant's use, storage, handling, processing or disposal of the parties that hazardous materials.
C. Before any such bonus value that alterations, additions, improvements or construction may attach to this Lease shall be and remain the exclusive property undertaken by or on behalf of Landlord. In order to carry out this intentTenant, if Tenant assigns its interest in this Lease in accordance with this Article, then Tenant shall pay require any contractor performing work on the Premises to Landlord all of the net consideration if any received by Tenant as a result of such assignment as obtain, carry and when received by Tenant. If Tenant sublets all or part of the Leased Premises in accordance with this Articlemaintain, then Tenant shall pay at no expense to Landlord all the positive difference, if any, between Landlord: (i) all rent worker's compensation insurance and other consideration paid employer's liability as required by the subtenant to Tenant less jurisdiction in which the Complex is located; (ii) all costs incurred by Tenant incident to builder's risk insurance with a deductible no greater than Ten Thousand Dollars ($10,000), in the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a fraction whose numerator is the leasable area of that portion full replacement cost of the Leased Premises so sublet and whose denominator is Tenant's Gross Leasable AreaWork and (iii) Commercial General Liability Insurance providing on an occurrence basis a minimum combined single limit of One Million Dollars ($1,000,000) per occurrence (and Two Million Dollars ($2,000,000) general aggregate, if applicable). Said consideration shall be payable If the contractor fails or is unable to Landlord on acquire the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant. In calculating Landlord's right to any periodic payments, all costs incurred by Tenant incident to the sublease agreement shall be amortized over the term of the sublease. At the time Tenant makes any payment to Landlord required by this subparagraphabove-mentioned insurance, Tenant shall deliver an itemized statement of -42- 50 the method by which the amount due Landlord was calculated, certified by Tenant as true provide such insurance (except worker's compensation insurance and correct. Landlord shall have the right to inspect Tenantemployer's books liability) at its sole cost and records relating to the payments due pursuant to this subparagraphexpense.
Appears in 1 contract
Sources: Lease (Abovenet Communications Inc)
By Tenant. Tenant shall not assign this Lease or any interest herein and shall not sublet the Leased Premises or assign any part thereof or encumber its interest in this Leaseany right or privilege appurtenant thereto, whether voluntarily or by operation of law, without Landlord's prior written consent, which consent shall not be unreasonably withheld. In this regard:
A. Any attempted subletting, assignment suffer any other person to occupy or encumbrance without Landlord's prior consent shall be voidable and, at Landlord's election, shall constitute a default.
B. Tenant shall, by written notice, advise Landlord of its desire from and after a stated date (which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of Tenant's notice), to sublet use the Leased Premises or any portion thereof, without first obtaining the written consent of Landlord, which consent may be arbitrarily withheld except as hereinafter
1. Tenant agrees that in the event Landlord withholds its consent to any assignment, subletting or occupancy contrary to the provisions of this Section 12.1, then Tenant’s sole remedy shall be to seek an injunction in equity to compel Landlord to give its consent and Tenant expressly waives any right to damages in the event of such withholding by Landlord of its consent. If Tenant is a corporation or partnership and if the ownership thereof for shall materially change at any part time or from time to time during the Term of this Lease from the present composition of same as it may exist at any time, or if a substantial portion of the term hereofassets of Tenant shall be sold, and in such event assigned or transferred with or without a specific assignment of this Lease, or, if Tenant shall merge or consolidate with any firm or corporation, Landlord shall have the rightat its option may, to be exercised by giving sixty (60) days’ prior written notice to Tenant, declare such change a breach of this Lease. If Tenant thirty (30) days after receipt is otherwise not in default of Tenant's noticethe terms of this Lease, then Landlord has the right to terminate this Lease and draw upon the entire balance of letter of credit, but shall not have the right to claim consequential damages. If Tenant is in default, or if such change as described in this paragraph would negatively affect the rights of Landlord or the creditworthiness of the Tenant, then Landlord has the right to the remedies provided for breach in Article XIII hereof. Tenant shall immediately give written notice to Landlord of any change in ownership contemplated by this Section 12.1. Notwithstanding the foregoing, Tenant may, without Landlord’s consent, sublet all or any portion of the Leased Premises described or assign the Lease to: (a) a parent, subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant; (b) a successor corporation related to Tenant by merger, consolidation, reorganization or governmental action; or (c) a purchaser of Tenant’s leasehold interest in Tenant's notice and such notice shall, if given, terminate this Lease with respect to the portion of the Leased Premises therein described Premises; provided that (i) the transferee or assignee or transferor, shall remain liable for performance of all obligations under this Lease, (ii) Tenant, as assignor or transferor, shall remain liable for performance of all obligations under the Lease, (iii) as of the date stated in Tenant's notice. Said notice by Tenant shall state the name and address of the proposed subtenant, and Tenant shall deliver to Landlord a true and complete copy of the proposed sublease with said notice. If said notice shall specify all of the Leased Premises and Landlord shall give said termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Leased Premisessuch transfer, the Base Monthly Rentpurchaser, as defined in paragraph 3.1 and adjusted pursuant to paragraph 3.2assignee, shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect. -40- 48
C. Tenant agrees to reimburse Landlord all reasonable costs and attorneys' fees incurred by Landlord in conjunction with the processing and documentation of any such requested subletting, assignment or encumbrance. Such sublease, assignment or encumbrance shall not be effective until (i) Tenant shall have paid such costs and fees, (ii) each such sublessee, assignee sublessee or transferee shall have agreed in writing for the benefit of Landlord to assume, to be bound by, and financial ability to perform (in Landlord’s reasonable business judgement) its obligations with respect to this Lease and/or Leased Premises and (iv) at the time of the transfer, sublease or assignment, Tenant shall not be in default of any of its obligations under the Lease (each of the foregoing is a “Permitted Transfer”). For the purpose of this Lease Lease, any sale or transfer to be performed by Tenant’s capital stock through any public exchange, and (iii) an executed copy redemption or issuance of such sublease, assignment or encumbrance shall have been delivered to Landlord.
D. Consent by Landlord to one or more assignments or encumbrances additional stock of this Lease or to one or more sublettings of the Leased Premises any class shall not be deemed to be a consent to any subsequent an assignment, encumbrance, or subletting.
E. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all any other transfer of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment or subletting.
F. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, shall be deemed a voluntary assignment of Tenant's interest in this Lease. The phrase "controlling percentage" means the ownership of and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or -41- 49 by operation of law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment.
G. It is the intent of the parties hereto that this Lease shall confer upon Tenant only the right to use and occupy the Premises, and to exercise such other rights as are conferred upon Tenant by this Lease. The parties agree that this Lease is not intended to have a bonus value, nor to serve as a vehicle whereby Tenant may profit by a future Transfer of this Lease or the right to use or occupy the Premises as a result of any favorable terms contained herein or any future changes in the market for leased space. It is the intent of the parties that any such bonus value that may attach to this Lease shall be and remain the exclusive property of Landlord. In order to carry out this intent, if Tenant assigns its interest in this Lease in accordance with this Article, then Tenant shall pay to Landlord all of the net consideration if any received by Tenant as a result of such assignment as and when received by Tenant. If Tenant sublets all or part of the Leased Premises in accordance with this Article, then Tenant shall pay to Landlord all the positive difference, if any, between (i) all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a fraction whose numerator is the leasable area of that portion of the Leased Premises so sublet and whose denominator is Tenant's Gross Leasable Area). Said consideration shall be payable to Landlord on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant. In calculating Landlord's right to any periodic payments, all costs incurred by Tenant incident to the sublease agreement shall be amortized over the term of the sublease. At the time Tenant makes any payment to Landlord required by this subparagraph, Tenant shall deliver an itemized statement of -42- 50 the method by which the amount due Landlord was calculated, certified by Tenant as true and correct. Landlord shall have the right to inspect Tenant's books and records relating to the payments due pursuant to this subparagraphPremises.
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