Conditions to Assignment/Subletting. (a) If Landlord does not exercise Landlord’s termination option provided under Section 13.2, or if Landlord does not have a termination option under Section 13.2, then provided that no Event of Default then exists, Landlord’s consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned or delayed. Such consent shall be granted or denied within 15 days after delivery to Landlord of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”), the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transferee, including its most recent financial statements, (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided that: (i) in Landlord’s reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the Building, (2) is for a Permitted Use, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the Building; (ii) in Landlord’s reasonable judgment the Transferee is reputable with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be; (iii) there shall be not more than 2 subtenants (excluding Tenant or any Related Entities) in each floor of the Premises; (iv) with respect to any assignment or subletting for which Landlord’s consent is required under this Lease, Tenant shall, upon demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee and all legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed $3,000 for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; and; (v) the proposed Transfer is either a sublease or a non-collateral complete assignment; (vi) the proposed Transfer would not cause Landlord to be in violation of any Requirements or any other lease, Mortgage, Superior Lease or agreement to which Landlord is a party and would not give a tenant of the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidential; and (vii) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of King and State of Washington. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteria. (b) With respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Amended and Restated Lease: (i) the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord; (ii) no sublease shall be for a term ending later than one day prior to the Expiration Date; (iii) no Transferee shall take possession of any part of the Premises until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a); (iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default), and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.8, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and (v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet space or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 2 contracts
Samples: Lease Agreement (Marchex Inc), Lease Agreement (Marchex Inc)
Conditions to Assignment/Subletting. (a) If Landlord does not exercise any of Landlord’s termination option 's options provided under Section 13.2Sections 15.2, or if Landlord does not have a termination option under Section 13.2, then and provided that no Event of Default then exists, Landlord’s 's consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned withheld or delayed. Such consent shall be granted or denied declined, as the case may be, within 15 20 days after delivery to Landlord Landlord's receipt of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”)subtenant, the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transfereeproposed assignee or subtenant, including its most recent financial statements, and (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided that:
(iA) in Landlord’s 's reasonable judgment, the Transferee proposed assignee or subtenant is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the Building, (2) is for a Permitted Uselimits the use of the Premises to general and executive offices, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the Building;
(iiB) in Landlord’s reasonable judgment the Transferee proposed assignee or subtenant is a reputable person or entity of good character with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be, and Landlord has been furnished with reasonable proof thereof;
(iiiC) if Landlord has, or reasonably expects to have within six months thereafter, comparable space available in the Building, neither the proposed assignee or subtenant nor any person which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed assignee or subtenant is then an occupant of the Building;
(D) the proposed assignee or subtenant is not a person or entity (or affiliate of a person or entity) with whom Landlord or Landlord's agent is then or has been within the prior six months negotiating in connection with the rental of space in the Building;
(E) the form of the proposed sublease or instrument of assignment shall be reasonably satisfactory to Landlord and shall comply with the provisions of this Article 15;
(F) there shall be not more than 2 two subtenants (excluding Tenant or any Related Entities) in each floor of the Premises;
(ivG) with respect to any assignment or subletting for which Landlord’s consent is required under this Lease, Tenant shall, upon demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee proposed assignee or subtenant, reviewing any plans and specifications for Alterations proposed to be made in connection therewith, and all legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed $3,000 for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; and;
(vH) the proposed Transfer is either a sublease subtenant or a non-collateral complete assignment;
(vi) the proposed Transfer would not cause Landlord to be in violation of any Requirements or any other lease, Mortgage, Superior Lease or agreement to which Landlord is a party and would not give a tenant of the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidential; and
(vii) the Transferee assignee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee proposed assignee or subtenant agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of King and Cook xxx State of Washington. The parties hereby agreeIllinois; and
(I) in Landlord's reasonable judgment, without limitation as to the proposed assignee or subtenant shall not be of a type or character, or engaged in a business or activity, or owned or controlled by or identified with any entity, which may result in protests or civil disorders or commotions at, or other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any disruptions of the foregoing criterianormal business activities in, the Building.
(b) With respect to each and every subletting and/or assignment approved authorized by Landlord under the provisions of this Amended and Restated Lease, it is further agreed that:
21 27 (i) the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;
(iii) no Transferee shall take possession of any part of the Premises until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a);
(iv) if an Event of Default occurs after Landlord has given its consent but prior to shall comply with the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default), and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.8, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet space or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.Article 15;
Appears in 2 contracts
Samples: Office Building Lease (Imanage Inc), Office Building Lease (Imanage Inc)
Conditions to Assignment/Subletting. (a) If Landlord does not exercise Landlord’s termination option provided under Section 13.2, or if Landlord does not have a termination option under Section 13.2, then provided that no Event of Default then exists, Landlord’s consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned withheld or delayed. Such consent shall be granted or denied within 15 days thirty (30) Business Days (and Landlord shall be deemed to have consented to such proposed assignment or subletting if Landlord fails to respond to Tenant within such thirty (30) Business Day period) after delivery to Landlord of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”), the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transferee, including its most recent financial statements, (iii) all of the terms of the proposed Transfer and the consideration therefortherefor (including letters of intent and lease proposals), together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing the final operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer (including, without limitation, the final assignment agreement or final sublease agreement, as applicable) and such other agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided that:
(iA) in Landlord’s reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the Building, (2) is for a the Permitted UseUses, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the Building;
(iiB) in Landlord’s reasonable judgment the Transferee is reputable with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be;
(iiiC) if Landlord has, or reasonably expects to have within 6 months thereafter, comparable space available in the Building, neither the Transferee nor any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the Transferee is then an occupant of the Building;
(D) the Transferee is not a person or entity (or affiliate of a person or entity) with whom Landlord is then or has been within the prior 6 months negotiating in connection with the rental of space in the Building;
(E) there shall be not more than 2 subtenants (excluding Tenant or any Related Entities) in each floor of the Premises;
(ivF) with respect to any assignment or subletting for which Landlord’s consent is required under this Lease, Intentionally Omitted;
(G) Tenant shall, upon demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee and all legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed but in no event in an amount exceeding Two Thousand Five Hundred and No/100 Dollars ($3,000 2,500.00) for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; and;
(v) the proposed Transfer is either a sublease or a non-collateral complete assignment;
(vi) the proposed Transfer would not cause Landlord to be in violation of any Requirements or any other lease, Mortgage, Superior Lease or agreement to which Landlord is a party and would not give a tenant of the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidential; and
(vii) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of King and State of Washington. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteria.
(b) With respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Amended and Restated Lease:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;
(iii) no Transferee shall take possession of any part of the Premises until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a);
(iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default), and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.8, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment ordinary course of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet space or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.business;
Appears in 1 contract
Samples: Lease Agreement (Cereplast Inc)
Conditions to Assignment/Subletting. (a) If Landlord does not exercise Landlord’s termination option provided under Section 13.2, or if Landlord does not have a termination option under Section 13.2, then provided that no Event of Default then exists, Landlord’s consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned withheld or delayed. Such consent shall be granted or denied within 15 30 days after delivery to Landlord of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”), the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transferee, including its most recent financial statements, (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided that:
(i) in Landlord’s reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the Building, (2) is for a the Permitted UseUses, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the BuildingProject;
(ii) in Landlord’s reasonable judgment the Transferee is reputable with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be;
(iii) if Landlord has, or reasonably expects to have within 2 months thereafter, comparable space available in the Project, neither the Transferee nor any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the Transferee is then an occupant of the Project;
(iv) the Transferee is not a person or entity (or affiliate of a person or entity) with whom Landlord is then or has been within the prior 3 months negotiating in connection with the rental of space in the Project;
(v) there shall be not more than 2 subtenants (excluding Tenant or any Related Entities) in each floor of the Premises;
(ivvi) with respect to any assignment or subletting for which Landlord’s consent is required under this Lease, Tenant shall, upon demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee and all legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed but in no event in an amount exceeding Two Thousand Five Hundred and No/100 Dollars ($3,000 2,500.00) for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as Transfer in the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; andordinary course of business;
(vvii) the proposed Transfer is either a sublease or a non-collateral complete assignment;
(viviii) the proposed Transfer would not cause Landlord to be in violation of any Requirements or any other lease, Mortgage, Superior Lease or agreement to which Landlord is a party and would not give a tenant of the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidential; and;
(viiix) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of King San Mateo, and State of WashingtonCalifornia; and
(x) Landlord has received assurances acceptable to Landlord in its sole discretion that all past due amounts owing from Tenant to Landlord, if any, will be paid and all defaults on the part of Tenant, if any, will be cured prior to the effective date of the proposed Transfer. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteria.
(b) With respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Amended and Restated Lease:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;
(iii) no Transferee shall take possession of any part of the Premises until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a);
(iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default), and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.8, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and
(viv) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet space or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v13.4(b)(iv) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Samples: Lease Agreement (E2open Inc)
Conditions to Assignment/Subletting. (a) If Landlord does not exercise Landlord’s its termination option provided under Section 13.2, or if Landlord does not have a termination option under Section 13.2, then and provided that no Event of Default then exists, Landlord’s consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned withheld or delayed. Such consent shall be granted or denied within 15 days after delivery to Landlord of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”), the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transferee, including its most recent financial statements, and (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided that:
(i) in Landlord’s reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the Building, (2) is for a the Permitted UseUses, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the Building;
(ii) in Landlord’s reasonable judgment the Transferee is reputable with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be;
(iii) there shall be not more than 2 subtenants (excluding Tenant or any Related Entities) in each floor of the Premises[Intentionally Omitted];
(iv) with respect to any assignment or subletting for which Landlord’s consent is required under this Lease, [Intentionally Omitted];
(v) [Intentionally Omitted];
(vi) Tenant shall, upon demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee and all legal costs (not to exceed $1,500) reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed $3,000 for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; and;
(v) the proposed Transfer is either a sublease or a non-collateral complete assignment;
(vi) the proposed Transfer would not cause Landlord to be in violation of any Requirements or any other lease, Mortgage, Superior Lease or agreement to which Landlord is a party and would not give a tenant of the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidential; and
(vii) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County District of King and State of Washington. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteriaColumbia.
(b) With with respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Amended and Restated Lease:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration Date[Intentionally Omitted];
(iii) no Transferee shall take possession of any part of the Premises Premises, until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a)13.3;
(iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default)Tenant, and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.813.7, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or sublease, which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet subleased space or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v13.3(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Samples: Sublease Agreement (K12 Inc)
Conditions to Assignment/Subletting. (a) If Landlord does not exercise any of Landlord’s termination option 's options provided under Section 13.2Sections 15.2 and 15.4, or if Landlord does not have a termination option under Section 13.2, then and provided that no Event of Default then exists, Landlord’s 's consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned withheld or delayed. Such consent shall be granted or denied denied, as the case may be, within 15 30 days after delivery to Landlord Landlord's receipt of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”)subtenant, the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transfereeproposed assignee or subtenant, including its most recent financial statements, and (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided that:
(iA) in Landlord’s 's reasonable judgment, the Transferee proposed assignee or subtenant is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the Building, (2) is for a Permitted Uselimits the use of the Premises to general and executive offices, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the Building;
(iiB) in Landlord’s reasonable judgment the Transferee proposed assignee or subtenant is a reputable Person or entity of good character with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be, and Landlord has been furnished with reasonable proof thereof, and Landlord or any Affiliate of Landlord is not litigating against or has been threatened with litigation by such proposed assignee of subtenant or its Affiliates within the prior 12 months;
(iiiC) if Landlord has, or reasonably expects to have within four months thereafter, comparable space available in the Building, neither the proposed assignee or subtenant nor any Affiliate of the proposed assignee or subtenant is then an occupant of the Building;
(D) the proposed assignee or subtenant is not a Person or entity (or Affiliate of a Person or entity) with whom Landlord or Landlord's Agent is then, or has been within the prior four months, negotiating in connection with the rental of space in the Building;
(E) the form of the proposed sublease or instrument of assignment shall be reasonably satisfactory to Landlord and shall comply with the provisions of this Article 15;
(F) there shall be not more than 2 subtenants (excluding Tenant or any Related Entities) in each floor 3 occupants of the Premises;
(ivG) with respect the aggregate consideration to any assignment or subletting for be paid by the proposed subtenant under the terms of the proposed sublease shall not be less than the aggregate fixed rent and additional rent at which Landlord’s consent Landlord is required under this Leasethen offering to lease other space in the Building (the "Market Sub-Rent"), determined as though the Premises were vacant and in their then "as is" condition, and taking into account (x) the length of the term of the proposed sublease, and (y) the location of the Premises in the Building;
(H) Tenant shall, upon demand, reimburse Landlord for all reasonable out-of-pocket expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee proposed assignee or subtenant, reviewing any plans and specifications for Alterations proposed to be made in connection therewith, and all legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed $3,000 for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; and;
(vI) Tenant has not and shall not (A) publicize the proposed Transfer is either availability of the Premises, or (B) list the Premises to be sublet or assigned with a sublease broker, agent or other entity or otherwise offer the Premises for subletting at a nonrental rate of less than the Market Sub-collateral complete assignmentRent;
(viJ) if the proposed Transfer would not cause Landlord to be in violation subtenant or assignee is an entity organized under the laws of any Requirements jurisdiction other than the United States or any other leasestate thereof, Mortgageor is not a 40 United States citizen, Superior Lease or agreement if an individual, such Person shall waive any immunity to which Landlord is a party and would not give a tenant of the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidential; and
(vii) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be it may entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of King City and State of Washington. The parties hereby agreeNew York; and
(K) in Landlord's reasonable judgment, without limitation as to the proposed assignee or subtenant shall not be of a type or character, or engaged in a business or activity, or owned or controlled by or identified with any entity, which may result in protests or civil disorders or commotions at, or other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any disruptions of the foregoing criterianormal business activities in, the Building.
(b) With respect to each and every subletting and/or assignment approved authorized by Landlord under the provisions of this Amended and Restated Lease, it is further agreed that:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to LandlordLandlord and shall comply with the provisions of this Article;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration DateDate of this Lease;
(iii) no Transferee sublease shall be delivered to any subtenant, and no subtenant shall take possession of any part of the Premises Premises, until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a15.5(a);
(iv) if an Event of Default occurs after Landlord has given its consent but shall occur at any time prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then Landlord’s 's consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default)Tenant, and if such assignment or subletting would have been permitted without Landlord’s 's consent pursuant to Section 13.815.9, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate, it being the intention of Landlord and Tenant that Tenant shall assume and be liable to Landlord for any and all acts and omissions of all subtenants and anyone claiming under or through any subtenants which, if performed or omitted by Tenant, would be a default under this Lease; and Tenant and each Transferee subtenant shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect effect, and such Transferee subtenant shall, at Landlord’s option's option and upon notice from Landlord, attorn to Landlord pursuant to the then executory provisions of this Lease other than the monetary terms of this Lease, which monetary terms shall be governed by the terms of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or defense, which theretofore accrued to such Transferee subtenant against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) , or by any prepayment of more than one month’s rent's rent and additional rent under such sublease, (D) bound to return such Transferee’s subtenant's security deposit, if any, except to the extent that Landlord shall receive actual possession of such deposit and such Transferee subtenant shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transfereesubtenant, or to perform any work in the sublet subleased space or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s 's obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v15.5(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Samples: Lease (Greenhill & Co Inc)
Conditions to Assignment/Subletting. (a) If Landlord does not exercise Landlord’s termination option provided under Section 13.2, or if Landlord does not have a termination option under Section 13.2, then provided Provided that no Event of Default then exists, Landlord’s consent (if required under this Article 13) to the proposed assignment assignment, transfer or subletting shall not be unreasonably withheld, conditioned or delayed. Such consent shall be granted or denied within 15 days after delivery to Landlord of (i) a true and complete statement reasonably detailing the identity of the proposed assignee assignee, transferee or subtenant (“Transferee”), the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transferee, including its most recent financial statements, (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer assignment or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfersublease document, and (iv) any other information Landlord may reasonably request. Such consent shall not be unreasonably withheld, conditioned or delayed, provided that Landlord shall consent to base its decision upon relevant factors which may include the requested Transfer, provided thatfollowing:
(i) a. in Landlord’s reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the Building, (2) is for a the Permitted UseUses, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the Building, and (4) will not attract a volume, frequency or type of visitor or employee to the Building which is not in keeping with the then standards of the Building and will not impose an excessive demand on or use of the facilities or services of the Building;
(ii) in Landlord’s reasonable judgment b. the Transferee is reputable with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be;
c. if Landlord has, or reasonably expects to have within two months thereafter, comparable space available in the Building, neither the Transferee nor any person which, directly or indirectly, controls, is controlled by, or is under common control with, the Transferee is then an occupant of the Building;
d. the Transferee is not a person or entity (iiior affiliate of a person or entity) with whom Landlord is then or has been within the prior six months negotiating in connection with the rental of space in the Building;
e. there shall be not more than 2 two subtenants (excluding Tenant or any Related Entities) in on each floor of the Premises;
(iv) with respect to any assignment or subletting for which Landlord’s consent is required under this Lease, f. Tenant shall, upon demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee and all legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs shall not to exceed $3,000 for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; and;
(v) the proposed Transfer is either a sublease or a non-collateral complete assignment;
(vi) the proposed Transfer would not cause Landlord to be in violation of any Requirements or any other lease, Mortgage, Superior Lease or agreement to which Landlord is a party and would not give a tenant of the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidential2,500; and
(vii) g. the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County Commonwealth of King and State of Washington. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteriaPennsylvania.
(b) With with respect to each and every subletting subletting, transfer and/or assignment approved by Landlord under the provisions of this Amended and Restated Lease:
(i) the form of the proposed assignment assignment, transfer agreement or sublease shall be reasonably satisfactory to Landlord;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;
(iii) no Transferee shall take possession of any part of the Premises Premises, until an executed counterpart of such sublease sublease, transfer agreement or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a)13.8;
(iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment assignment, transfer or subletting, then LandlordLxxxxxxx’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default)Tenant, and if such assignment or subletting would have been permitted without LandlordLxxxxxxx’s consent pursuant to Section 13.813.7, such permission shall be void and without force and effect, and in either such case, any such assignment assignment, transfer or subletting shall constitute a further Event of Default hereunder; and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant Txxxxx has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or sublease, which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet subleased space or the Building, or in any way to prepare the subleased sublet space for occupancy, beyond Landlord’s obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v13.3(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Conditions to Assignment/Subletting. (a) If Landlord does not exercise either of Landlord’s termination option 's options provided under Section 13.2, or if Landlord does not have a termination option under Section 13.2, then provided that no Event of Default then exists, Landlord’s 's consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned withheld or delayed. Such consent shall be granted or denied within 15 twenty (20) days after delivery to Landlord of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“"Transferee”"), the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transferee, including its most recent financial statements, (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing the final operative documents to be executed to evidence such Transfer or the and such other agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s 's standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided that:
(i) in Landlord’s 's reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the BuildingProject, (2) is for a the Permitted UseUses, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the BuildingProject;
(ii) in Landlord’s reasonable judgment the Transferee is reputable with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be;
(iii) if Landlord has, or reasonably expects to have three (3) months thereafter, comparable space available in the Project, neither the Transferee nor any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the Transferee is then an occupant of the Project;
(iv) the Transferee is not a person or entity (or affiliate of a person or entity) with whom Landlord is then or has been within the prior six (6) months negotiating in connection with the rental of space in the Project;
(v) there shall be not more than 2 two (2) subtenants (excluding Tenant or any Related Entities) in each floor of the Premises;
(ivvi) with respect to any assignment or subletting for which Landlord’s consent is required under this Lease, intentionally deleted;
(vii) Tenant shall, upon demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee and all legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed but in no event in an amount exceeding $3,000 2,500.00 for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as Transfer in the subtenant’s request for a nonordinary course of business; 789956.06/WLA 377061-disturbance agreement from Landlord00006/sb/sb Arboretum Courtyard [Catasys, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; and;Inc.]
(vviii) the proposed Transfer is either a sublease or a non-collateral complete assignment;
(viix) the proposed Transfer would not cause Landlord to be in violation of any Requirements or any other lease, Mortgage, Superior Lease or agreement to which Landlord is a party and would not give a tenant of the Real Property Project a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidential; and;
(viix) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of King Los Angeles, and State of WashingtonCalifornia; and
(xi) intentionally deleted;
(xii) Landlord has received assurances acceptable to Landlord in its sole discretion that all past due amounts owing from Tenant to Landlord, if any, will be paid and all defaults on the part of Tenant, if any, will be cured prior to the effective date of the proposed Transfer. In the event that Landlord fails to grant or deny its consent to a proposed assignment or subletting within such twenty (20) day period, and such failure continues for a period of five (5) Business Days after Tenant's delivery of a second written notice to Landlord that contains a statement in bold and capital letters substantially similar to the following: "THIS IS A SECOND REQUEST FOR LANDLORD'S CONSENT PURSUANT TO THE TERMS OF SECTION 13.4: IF LANDLORD FAILS TO GRANT OR DENY ITS CONSENT WITHIN 5 BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE CONSENTED TO THE PROPOSED TRANSFER", then Landlord shall be deemed to have consented to the proposed Transfer. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law Requirements for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteria.
(b) With respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Amended and Restated Lease:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;
(ii) no sublease shall be for a term ending later than one (1) day prior to the Expiration Date;
(iii) no Transferee shall take possession of any part of the Premises until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a);; and 789956.06/WLA 377061-00006/sb/sb Arboretum Courtyard [Catasys, Inc.]
(iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default), and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.8, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s 's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one (1) month’s 's rent, (D) bound to return such Transferee’s 's security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet space or the BuildingBuilding or Project, or in any way to prepare the subleased space for occupancy, beyond Landlord’s 's obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v13.4(b)(iv) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Samples: Lease (Catasys, Inc.)
Conditions to Assignment/Subletting. (a) If Landlord does not exercise Landlord’s termination 's option provided under Section 13.2SECTION 13.2 or Tenant intends to sublease less than substantially all of the Premises, or if Landlord does not have a termination option under Section 13.2, then and provided that no Event of Default then existsexists and subject to SECTION 13.7 below, Landlord’s 's consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned withheld or delayed. Such consent shall be granted or denied within 15 20 days after delivery to Landlord of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”"TRANSFEREE"), the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transferee, including its most recent financial statements, and (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided that:
(iA) in Landlord’s reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the Building, (2) is for a the Permitted UseUses, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other existing lease in the Building;
(iiB) in Landlord’s reasonable judgment the Transferee is reputable with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be;
(iiiC) if Landlord has, or reasonably expects to have within 6 months thereafter, comparable space for a comparable term available in the Building, neither the Transferee, nor any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with the Transferee, which does not operate independently of the Transferee is then an occupant of the Building;
(D) if Landlord has, or reasonably expects to have within six months thereafter, comparable space for a comparable term available in the Building, the Transferee is not a person or entity (or affiliate of a person or entity which does not operate independently of such person or entity) with whom Landlord is then or has been within the prior 6 months negotiating in connection with the rental of space in the Building;
(E) there shall be not more than 2 subtenants (excluding Tenant or any Related Entities) occupants in each floor of the Premises, including Tenant (for this purpose, Tenant, Related Entities and Licensees shall be deemed a single occupant);
(ivF) with respect to any assignment or subletting for which Landlord’s consent is required under this Lease, Tenant shall, upon demand, reimburse Landlord for all reasonable out-of-pocket expenses incurred by Landlord in connection with such assignment or sublease, including any reasonable investigations as to the acceptability of the Transferee and all reasonable legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed $3,000 for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; and;
(vG) Tenant has not and shall not (1) advertise the proposed Transfer is either a sublease availability of the Premises, or a non-collateral complete assignment;
(vi2) list the proposed Transfer would not cause Landlord Premises to be in violation sublet or assigned with a broker, agent or other entity or otherwise offer the Premises for subletting at a rental rate of any Requirements or any other lease, Mortgage, Superior Lease or agreement to less than the fixed rent at which Landlord is a party and would not give a tenant then offering to lease other space in the Center without the prior written consent of Landlord as to the content of the Real Property advertisements, which consent shall not be unreasonably withheld provided no rental rate is set forth in the advertisements, or (3) circulate any brokers' flier without first furnishing Landlord with a right to cancel its lease; provided, however, that Tenant shall be entitled to review copy of the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item flier (vi) so long as Tenant agrees to keep such information strictly confidentialbrokers' fliers may contain pricing information); and
(viiH) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of King City and State of Washington. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteriaNew York.
(b) With respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Amended and Restated Lease:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;; and
(iii) no Transferee shall take possession of any part of the Premises Premises, until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section SECTION 13.4(a);
(iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default), and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.8, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s 's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, except to the extent the condition continues after the date Landlord succeeds to the interest of Tenant under the sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or sublease, which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s rent's rent (unless such payment is delivered to Landlord), (D) bound to return such Transferee’s 's security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet subleased space or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s 's obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(vSECTION 13.3(b)(iv) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Samples: Lease (Franklin Resources Inc)
Conditions to Assignment/Subletting. (a) If Landlord does not exercise either of Landlord’s termination option options provided under Section 13.2Sections 13.2 and 13.3, or if Landlord does not have a termination option under Section 13.2, then and provided that no Event of Default then exists, Landlord’s consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned withheld or delayed. Such consent shall be granted or denied within 15 60 days after delivery to Landlord of (i) the documentation and information required under Section 13.2, (ii) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”), the nature of its business and its proposed use of the Premises, (iiiii) current financial information with respect to the Transferee, including its most recent financial statements, (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided that:
(iA) in Landlord’s reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the BuildingBuilding and the Center, (2) is for a the Permitted UseUses, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the BuildingCenter;
(iiB) in Landlord’s reasonable judgment the Transferee is reputable with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be;
(iiiC) if Landlord has, or reasonably expects to have within 6 months thereafter, comparable space available in the Center, neither the Transferee nor any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the Transferee is then an occupant of the Center;
(D) if Landlord has, or reasonably expects to have within 6 months thereafter, the Transferee is not a person or entity (or affiliate of a person or entity) with whom Landlord is then or has been within the prior 6 months negotiating in connection with the rental of space in the Center;
(E) there shall be not more than 2 subtenants (excluding Tenant or any Related Entities) in each floor of the Premises;
(ivF) with respect the aggregate consideration to be paid by the Transferee under the terms of the proposed sublease shall not be less than 90% of the fixed rent at which Landlord is then offering to lease other space in the Building (the “Market Sub-rent”) determined as though the Premises were vacant and taking into account (1) the length of the term of the proposed sublease, (2) any assignment rent concessions granted to Transferee, and (3) the cost of any Alterations being performed for the Transferee, provided, however, that if within the 30-day period following the date on which Tenant shall have offered the Premises (or subletting applicable portion thereof) for sublease, Tenant shall have been unable to locate a ready, willing and able subtenant willing to sublease the Premises (or applicable portion thereof) at 90% or more of the Market Sub-rent despite Tenant’s active and continuous marketing thereof, then thereafter Tenant may offer the Premises (or applicable portion thereof) for sublease at 80% or more of the Market Sub-rent, provided further, however, that if within the 30-day period following the date on which LandlordTenant shall have offered the Premises (or applicable portion thereof) for sublease at 80% or more of the Market Sub-rent, Tenant shall have been unable to locate a ready willing and able subtenant willing to sublease the Premises (or applicable portion thereof) at 80% or more of the Market Sub-rent despite Tenant’s consent is required under this Leaseactive and continuous marketing thereof, then thereafter Tenant may offer the Premises (or applicable portion thereof) for 75% or more of the Market Sub-rent;
(G) Tenant shall, upon demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee and all legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed $3,000 for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; and;
(vH) Tenant shall not list the proposed Transfer is either a sublease or a non-collateral complete assignment;
(vi) the proposed Transfer would not cause Landlord Premises to be in violation of any Requirements sublet or any assigned with a broker, agent or other lease, Mortgage, Superior Lease entity or agreement to which Landlord is otherwise offer the Premises for subletting at a party and would not give a tenant of rental rate less than the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidentialMarket Sub-rent; and
(viiI) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of King City and State of Washington. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteriaNew York.
(b) With respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Amended and Restated Lease:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;
(iii) no Transferee shall take possession of any part of the Premises Premises, until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in this Section 13.4(a13.4(b);
(iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default)Tenant, and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.8, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or sublease, which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet subleased space or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Conditions to Assignment/Subletting. (a) If Landlord does not exercise Landlord’s termination option provided under Section 13.2, or if Landlord does not have a termination option under Section 13.2, then and provided that no Event of Default then existsexists and is continuing, Landlord’s consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned or delayed. Such consent delayed and shall be granted or denied within 15 twenty-five (25) days after delivery (or ten (10) Business Days if a Transferee Notice had been previously provided to Landlord for the assignment or subletting in question and Landlord failed to exercise its right to terminate the Lease or sublet the Leaseback Space, if applicable, in accordance with Section 13.2 or 13.3, as the case may be) after receipt of (i) all required information including a true fully executed assignment or sublease agreement, as applicable, accompanied by a notice requesting Landlord’s consent and complete statement reasonably detailing all the identity of the proposed assignee or subtenant (“Transferee”)information required to be provided with a Transferee Notice, the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transferee, including its most recent financial statements, (iii) if all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided thatfollowing conditions are satisfied:
(i) in Landlord’s reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the Building, and (2) is for a Permitted Use, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the Building;
(ii) in Landlord’s reasonable judgment judgment, the Transferee is reputable with sufficient financial means (and Landlord, in evaluating such financial means, shall take into account, all relevant factors) to perform all of its obligations under this Amended and Restated Lease taking into account any security deposit or financial guaranty offered by the subleaseassignor or subtenant or if Tenant is not being released, as the case may beTenant;
(iii) if Landlord has comparable space available in the Dumbo Heights Campus that is then available, or becoming available in the next six (6) months), for a comparable term, neither the Transferee nor any Affiliate of the Transferee is then an occupant of the Dumbo Heights Campus;
(iv) if Landlord has comparable space available in the Dumbo Heights Campus that is then available, or becoming available, for a comparable term, the Transferee is not a person or entity (or an Affiliate of a person or entity) with whom Landlord is then or has been within the prior six (6) months actively negotiating in connection with the rental of comparable space in the Building;
(v) there shall be not more than 2 two (2) subtenants (excluding plus Tenant or on any Related Entities) in each single floor of the PremisesPremises at any one time;
(ivvi) with respect to any assignment or subletting for which Landlord’s consent is required under this Lease, Tenant shall, upon demand, reimburse Landlord for all reasonable out-of-pocket expenses incurred by Landlord in connection with such assignment or sublease, including any reasonable investigations as to the acceptability of the Transferee and all reasonable out of pocket legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed $3,000 for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; and;
(vvii) Tenant shall not list or advertise the proposed Transfer is either a sublease or a non-collateral complete assignment;
(vi) the proposed Transfer would not cause Landlord Premises to be in violation of any Requirements sublet or any assigned with a broker, agent or other lease, Mortgage, Superior Lease or agreement to entity at a rental rate less than the Fixed Rent at which Landlord is a party and would not give a tenant of then offering to lease other comparable space in the Real Property a right Building (Landlord shall respond promptly to cancel its leaseany request by Tenant for such rental rate); provided, however, that the foregoing shall not prevent Tenant shall be entitled from subleasing any portion of the Premises at a rental rate lower or higher than Landlord is offering to review lease comparable space in the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidential; andBuilding;
(viiviii) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of King City and State of Washington. The New York; and
(ix) any sublease shall provide that the parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it thereto shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any not reveal the financial terms of the foregoing criteriasublease other than to their officers, lenders, brokers, employees and professionals or to the extent required by law.
(b) If Landlord fails to respond to a request for consent to an assignment or subletting proposed by Tenant within twenty-five (25) days or ten (10) Business Days, as the case may be, after Landlord’s receipt of all of the information required under Section 13.2, Tenant shall have the right to provide Landlord with a second written request for approval (a “Second Request”), which shall include all material previously delivered to Landlord together with Tenant’s Transferee Notice, and set forth on the first page thereof the following statement in bold capital letters: IF LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN TENANT SHALL BE ENTITLED TO ENTER INTO THE PROPOSED [ASSIGNMENT] [SUBLEASE] DESCRIBED IN THE NOTICE ENCLOSED HEREWITH, WHICH WAS PREVIOUSLY SUBMITTED TO LANDLORD AND TO WHICH LANDLORD HAS FAILED TO TIMELY RESPOND. If Landlord fails to respond to a Second Request within five (5) Business Days after receipt by Landlord, the proposed assignment or sublease as to which the Second Request is submitted shall be deemed to be approved by Landlord, and Tenant shall be entitled to enter into such transaction, provided that such assignment or sublease complies with the requirements of this Article 13 and all other provisions of this Lease applicable there.
(c) With respect to each and every subletting and/or assignment approved for which Landlord’s consent is required and given or deemed given by Landlord under the provisions of this Amended and Restated Lease:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration DateDate (as same may be extended pursuant to the terms hereof);
(iii) no Transferee shall take possession of any part of the Premises until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a);
(iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then Except for Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default), and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.813.3, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and upon the termination of this Lease prior to the Expiration Date, Tenant and each Transferee subtenant shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such subleasesublease (except with respect to any act or omission which continues after such attornment), (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or sublease, which theretofore accrued to such Transferee subtenant against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s rentrent (unless actually received by Landlord), (D) bound to return such Transfereesubtenant’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee subtenant shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transfereesubtenant, or to perform any work in the sublet subleased space or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v13.4(b)(iv) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Samples: Lease Agreement (2U, Inc.)
Conditions to Assignment/Subletting. (a) If Landlord does not exercise Landlord’s its termination option provided under Section 13.2, 13.2 or if Landlord otherwise does not have a termination option under Section 13.2option, then provided that no Event of Default then exists, Landlord’s consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned withheld or delayed. Such consent shall be granted or denied within 15 days ten (10) Business Days after delivery to Landlord of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”), the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transferee, including its most recent financial statements, and (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided that:
(i) in Landlord’s reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the Building, (2) is for a the Permitted UseUses, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the Building;
(ii) in Landlord’s reasonable judgment the case of an assignment of this Lease or a sublease, the Transferee is reputable with sufficient financial means to perform all of its obligations under this Amended and Restated Lease (in the case of a proposed assignment) or the sublease, as the case may be;
(iii) if Landlord has, or reasonably expects to have within three (3) months thereafter, comparable space available in the Building, neither the Transferee nor any person which, directly or indirectly, controls, is controlled by, or is under common control with, the Transferee is then an occupant of the Building;
(iv) if Landlord has, or reasonably expects to have within three (3) months thereafter, comparable space available in the Building, the Transferee is not a person or entity (or affiliate of a person or entity) with whom Landlord is then or has been within the prior three (3) months negotiating in connection with the rental of comparable space in the Building;
(v) there shall be not more than 2 five (5) subtenants (excluding Tenant who are not Related Entities or any Related Entities) in Permitted Users on each floor of the Premises;
(ivvi) [intentionally omitted];
(vii) with respect to any assignment or subletting for which Landlord’s consent is required under this Lease, Tenant shall, upon within thirty (30) days of demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connection with such proposed assignment or sublease, including any investigations as to the acceptability of the Transferee and all reasonable, third-party legal costs reasonably incurred in connection with the granting of any requested consent; such reimbursement not to exceed Two Thousand Five Hundred Dollars ($2,500) (the “Cap”) through December 31, which 2016 (such Cap to increase by 3% on January 1, 2017 and on each January 1st thereafter), per proposed assignment or sublease, but without limitation (other than that the legal costs shall not exceed $3,000 for a normal fees must be reasonable) if the proposed assignment or sublease consent includes unusual issues (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s a request for that Landlord modify or release a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises Lease guaranty or unusually protracted discussions with the potential subtenant that Landlord amend this Lease) or its counsel; and;
(v) the proposed Transfer is either a sublease or a non-collateral complete assignment;
(vi) the proposed Transfer would not cause Landlord to be in violation of if any Requirements or any other lease, Mortgage, Superior Lease or agreement to which Landlord is a party and would not give a tenant of the Real Property a right parties to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long assignment or consent to sublease, as Tenant agrees applicable, do not accept Landlord’s draft of the consent to keep such information strictly confidentialassignment or consent to sublease document without comments); and
(viiviii) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of King and State of Washington. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteriaState.
(b) With with respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Amended and Restated Lease:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;
(iii) no Transferee shall take possession of any part of the Premises Premises, until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a)13.3;
(iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default), and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.8, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder[intentionally omitted]; and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or sublease, which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet subleased space or the Building, or in any way to prepare the subleased sublet space for occupancy, beyond Landlord’s obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
(c) If Tenant has not received Landlord’s written consent or denial of consent to a proposed assignment or sublease or written notice of Landlord’s exercise of its recapture right (if then applicable) under Section 13.2(b) within ten (10) Business Days after Landlord receives Tenant’s initial assignment sublease consent request notice and all required additional information, Tenant shall have the right to thereafter give Landlord a second written request for Landlord’s written consent, which request must state “SECOND AND FINAL REQUEST” in not smaller than 12 font bold print at the top of the first page of the request (the “Second Assignment/Sublease Request”). If Landlord has not given Tenant Landlord’s written consent or denial of consent for the proposed assignment or sublease or written notice of Landlord’s exercise of its recapture right (if then applicable) under Section 13.2(b) within ten (10) days after Landlord’s receipt of the Second Assignment/Sublease Request, Landlord shall be deemed to have consented to Tenant’s assignment of this Lease to the Transferee or to Tenant’s sublease of the proposed sublease space to the Transferee, as applicable, but Landlord shall not be estopped by or deemed to have approved any specific terms of the assignment or sublease (such as, for example, if the assignment document were to release Tenant from any further liability under this Lease or if the sublease provides for a sublease term extending beyond the term of this Lease).
Appears in 1 contract
Samples: Deed of Lease (FBR & Co.)
Conditions to Assignment/Subletting. (a) If Landlord does not exercise Landlord’s its termination option provided under Section 13.2, or if Landlord does not have a termination option under Section 13.2, then and provided that no Event of Default then exists, . Landlord’s consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned withheld or delayed. Such consent shall be granted or denied within 15 30 days after delivery to Landlord of (ix) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”), the nature of its business and its proposed use of the Premises, (iiy) current financial information with respect to the Transferee, including its most recent financial statements, (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (ivz) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided that:
(i) in Landlord’s reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1A) is in keeping with the then standards of the Building, (2B) is for a the Permitted UseUses, and (3C) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the Building;
(ii) in Landlord’s reasonable judgment the Transferee is reputable with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be;
(iii) there shall be not more than 2 subtenants (excluding Tenant or any Related Entities) in each floor of the Premises[INTENTIONALLY OMITTED];
(iv) with respect to any assignment or subletting for which Landlord’s consent is required under this Lease, [INTENTIONALLY OMITTED];
(v) [INTENTIONALLY OMITTED];
(vi) [INTENTIONALLY OMITTED];
(vii) Tenant shall, upon demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee and all legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed $3,000 for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; and;
(vviii) the proposed Transfer is either a sublease or a non-collateral complete assignment;
(vi) the proposed Transfer would not cause Landlord to be in violation of any Requirements or any other lease, Mortgage, Superior Lease or agreement to which Landlord is a party and would not give a tenant of the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidential[INTENTIONALLY OMITTED]; and
(viiix) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of King Xxxx and State of Washington. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteriaIllinois.
(b) With respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Amended and Restated Lease:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;
(iii) no Transferee shall take possession of any part of the Premises Premises, until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a13.3(a);
(iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default)Tenant, and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.813.7, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or sublease, which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet subleased space or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v13.3(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Samples: Lease Agreement (BTHC VII Inc)
Conditions to Assignment/Subletting. (a) If Landlord does not exercise Landlord’s termination option provided under Section 13.2, or if Landlord does not have a termination option under Section 13.2, then provided that no Event of Default then exists13.3, Landlord’s consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned or delayed. Such consent shall be granted or denied within 15 fifteen (15) days after delivery to Landlord of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”), the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transferee, including its most recent financial statements, (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents consent agreement in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided that:
(iA) in Landlord’s reasonable judgment, the Transferee is of a character or reputation and engaged in a business or activityactivity which is consistent with the quality of the Building and the Project, and the Premises will be used in a manner, which (1) is in keeping with for the then standards of the Building, (2) is for a Permitted UseUses, and (32) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the BuildingLease;
(iiB) in Landlord’s reasonable judgment the Transferee is reputable with has sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be;
(iiiC) the Transferee is not a person or entity (or affiliate of a person or entity) with whom Landlord is then or has been within the prior 3 months negotiating in connection with the rental of space in the Project;
(D) there shall be not more than 2 6 subtenants (excluding Tenant or any Related Entities) in each floor of the Premises;
(ivE) with respect to any assignment or subletting for which Landlord’s consent is required under this Lease, Tenant shall, upon demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee and all legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed but in no event in an amount exceeding One Thousand Five Hundred and No/100 Dollars ($3,000 1,500.00) for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as Transfer in the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; andordinary course of business;
(vF) the proposed Transfer is either a sublease or a non-collateral complete an assignment;
(viG) the proposed Transfer would not cause Landlord to be in violation of any Requirements Requirements, Mortgage or any other lease, Mortgage, Superior Lease or agreement to which Landlord is a party and would not give a tenant of the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidential; andLease;
(viiH) the Transferee shall not be either a governmental agency or an instrumentality thereof, unless Landlord, with respect to the Building, has leased comparably sized space to comparable (in terms of use, security issues, express or implied power of eminent domain, reputation, character and size of space in the Building) governmental agencies or instrumentalities thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, Orange County, California; and
(I) Landlord has received assurances acceptable to Landlord in its sole discretion that all past due amounts owing from Tenant to Landlord, if any, will be paid and all defaults on the County part of King and State Tenant, if any, will be cured prior to the effective date of Washingtonthe proposed Transfer. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law Requirements for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteria. Landlord’s failure to respond within fifteen (15) days following receipt of the items set forth in Section 13(a) above, shall be deemed Landlord’s approval of any such proposed assignment or subletting.
(b) With respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Amended and Restated Lease:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;
(iii) no Transferee shall take possession of any part of the Premises Premises, until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a);
(iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default), and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.8, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and
(viv) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, either terminate the sublease or accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet subleased space or the BuildingBuilding or Project, or in any way to prepare the subleased space for occupancy, beyond Landlord’s obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v13.4(b)(iv) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Conditions to Assignment/Subletting. (a) If Landlord does not exercise Landlord’s its termination option provided under Section 13.2, or if Landlord does not have a termination option under Section 13.2, then and provided that no monetary Event of Default then exists, Landlord’s consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned or delayed. Such consent shall be granted or denied within 15 20 days after delivery to Landlord of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”), the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transferee, including its most recent financial statements, and (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may promptly and reasonably request. Landlord shall consent to the requested Transfer, provided that:
(i) in Landlord’s reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with for the then standards of the Building, (2) is for a Permitted UseUses, and (32) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the BuildingLease;
(ii) in Landlord’s reasonable judgment the Transferee is reputable with has sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be;
(iii) there shall be not more than 2 subtenants (excluding Tenant or any Related Entities) in each floor of the Premises[Intentionally Omitted];
(iv) the Transferee is not a person or entity (or affiliate of a person or entity) with respect to any assignment whom Landlord is then or subletting for which Landlord’s consent is required under this Lease, has been within the prior 30 days negotiating in connection with the rental of space in the Building;
(v) [Intentionally Omitted];
(vi) Tenant shall, upon demand, reimburse Landlord for all reasonable third-party out-of-pocket expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee and all reasonable legal costs (not to exceed $1,000) reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed $3,000 for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; and;
(v) the proposed Transfer is either a sublease or a non-collateral complete assignment;
(vi) the proposed Transfer would not cause Landlord to be in violation of any Requirements or any other lease, Mortgage, Superior Lease or agreement to which Landlord is a party and would not give a tenant of the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidential; and
(vii) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of King Fairfax and State Commonwealth of Washington. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteriaVirginia.
(b) With respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Amended and Restated Lease:Lease (for which Landlord’s approval is required):
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;
(iii) no Transferee shall take possession of any part of the Premises Premises, until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a);
(iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default), and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.8, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder13.3; and
(viv) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that mat upon the occurrence and during the me continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or sublease, which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet subleased space or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v13.3(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
(c) Tenant shall deliver to Landlord (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”), (ii) the nature of the Transferee’s business and its proposed use of the Premises, (iii) current financial information with respect to the Transferee, including its most recent financial statements, and (iv) any other information Landlord may reasonably request. If, within 10 days after delivery to Landlord of the items and information required by Section 13.3(a) and this Section 13.3(c), Tenant has not received Landlord’s written consent or denial of consent to a proposed assignment or subletting, Tenant shall have the right to thereafter send Landlord a second written request for approval of the proposed assignment or sublease, which request must state “SECOND AND FINAL REQUEST-LANDLORD HAS 10 DAYS TO RESPOND” at the top of the first page of the request (the “Second Request”). If Landlord does not give Tenant written notice of Landlord’s consent or denial of consent of the proposed assignment or sublease within 10 days after receipt of the Second Request, Landlord shall be deemed to have consented to Tenant entering the proposed assignment or sublease, but Landlord shall not be estopped by or deemed to have approved any specific terms of the assignment or sublease (such as, for example, if the assignment document were to release Tenant from any further liability under this Lease or if the sublease provides for a sublease term extending beyond the term of this Lease). All notices given to Landlord under this Section and elsewhere in this Lease must be given in accordance with the requirements set forth in Article 23.
(d) Provided Landlord does not exercise its termination option under Section 13.2 and Tenant does not consummate the proposed assignment or sublease upon the terms set forth in the bona fide term sheet or letter of intent within 180 days after Landlord elects not to exercise such termination, Landlord’s termination rights shall be reinstated under Section 13.2 and Tenant shall again comply with the notice and other procedures set forth in Section 13.2.
Appears in 1 contract
Samples: Sublease (K12 Inc)
Conditions to Assignment/Subletting. (a) If Landlord does not exercise Landlord’s termination option provided under Section 13.2, or if Landlord does not have a termination option under Section 13.2, then provided that no Event of Default then exists, Landlord’s consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned withheld or delayed. Such consent shall be granted or denied in writing within 15 20 days after delivery to Landlord of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”), the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transferee, including its most recent financial statements, (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided that:
(i) in Landlord’s reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the Building, (2) is for a the Permitted UseUses, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the BuildingBuilding (provided, however, Landlord agrees that no other lease in the Building shall restrict the use of the Premises for the Permitted Use);
(ii) in Landlord’s reasonable judgment the Transferee is reputable with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be;
(iii) there shall be not more than 2 subtenants (excluding Tenant or any Related Entities) in each floor of the Premises;
(iv) with respect to any assignment or subletting for which Landlord’s consent is required under this Lease, Tenant shall, upon demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee and all legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed but in no event in an amount exceeding Two Thousand Five Hundred and No/100 Dollars ($3,000 2,500.00) for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as Transfer in the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; andordinary course of business;
(v) the proposed Transfer is either a sublease or a non-collateral complete assignment;
(vi) the proposed Transfer would not cause Landlord to be in violation of any Requirements or any other lease, Mortgage, Superior Lease or agreement to which Landlord is a party and would not give a tenant of the Real Property a right to cancel its lease; lease (provided, however, Landlord covenants that Tenant no such other lease, Mortgage, Superior Lease or other agreement shall be entitled to review restrict the relevant portions use of any the Premises for the Permitted Uses, nor shall such agreement Mortgage or Superior Lease impose consent requirements that is the basis of a refusal of Landlord to grant consent to a Transfer under are more restrictive than those set forth in this item (vi) so long as Tenant agrees to keep such information strictly confidential; andLease);
(vii) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction Jurisdiction of the courts of, the County of King San Francisco and State of WashingtonCalifornia; and
(viii) Landlord has received assurances acceptable to Landlord in its reasonable discretion that all past due amounts owing from Tenant to Landlord, if any, will be paid and all defaults on the part of Tenant, if any, will be cured prior to the effective date of the proposed Transfer. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, agree that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteria.
(b) With respect . In the event that Landlord withhold its consent to each and every subletting and/or assignment approved by a proposed Transfer, Landlord’s written reply to Tenant shall set forth in reasonable specificity Landlord’s reason for withholding or conditioning its consent to a proposed Transfer. If Landlord under the provisions of this Amended and Restated Lease:
(i) the form fails to grant or deny its consent to a proposed Transfer within 20 days following Landlord’s receipt of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;
(iii) no Transferee shall take possession of any part of the Premises until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a);
(iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default), and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.8, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet space or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.items set forth in
Appears in 1 contract
Samples: Sublease Agreement (Sunrun Inc.)
Conditions to Assignment/Subletting. (a) If Landlord does not exercise either of Landlord’s termination option options provided under Section 13.2Sections 13.2 and 13.3, or if Landlord does not have a termination option under Section 13.2, then and provided that no Event of Default then exists, Landlord’s consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned withheld or delayed. Such consent shall be granted or denied within 15 days Business Days after delivery to Landlord of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”), the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transferee, including its most recent financial statements, (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. The factors Landlord may consider in determining whether to grant or withhold consent shall consent to include, but not be limited to, the requested Transfer, provided thatfollowing:
(i) in Landlord’s reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the BuildingBuilding and Complex, (2) is for a the Permitted UseUses, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises other than for the Permitted Use required by any other lease in the BuildingBuilding or Complex;
(ii) in Landlord’s reasonable judgment the Transferee is reputable with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be;
(iii) the Transferee is not then an occupant of the Building or Complex;
(iv) the Transferee is not a person or entity (or affiliate of a person or entity) with whom Landlord is then or has been within the prior 3 months negotiating a letter of intent in connection with the rental of comparable space in the Building or Complex;
(v) whether the granting of such consent shall result in there shall be not being more than 2 subtenants (excluding Tenant or any Related Entities) in each floor of the Premises;
(iv) with respect to any assignment or subletting for which Landlord’s consent is required under this Lease, Tenant shall, upon demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee and all legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed $3,000 for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; and;
(vvi) the proposed Transfer is either a sublease or a non-collateral complete assignment;
(vivii) the proposed Transfer would not cause Landlord to be in violation of any Requirements or any other lease, Mortgage, Superior Lease or agreement to which Landlord is a party and would not give a tenant of the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidential; and
(viiviii) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of King Cxxx and State of WashingtonIllinois. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon failure of any of the foregoing criteria.
(b) With respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Amended and Restated Lease:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;
(iii) no Transferee shall take possession of any part of the Premises until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a);
(iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default)Tenant, and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.8, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and
(v) Tenant shall, upon demand, reimburse Landlord for all reasonable out-of-pocket expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee and all legal costs reasonably incurred in connection with the granting of any requested consent; and
(vi) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet space or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v13.4{b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Samples: Lease Agreement (Affirmative Insurance Holdings Inc)
Conditions to Assignment/Subletting. (a) If Landlord does not exercise any of Landlord’s termination option 's options provided under Section 13.215.2, or if Landlord does not have a termination option under Section 13.2, then and provided that no Event of Default then exists, Landlord’s 's consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned withheld or delayed. Such consent shall be granted or denied denied, as the case may be, within 15 30 days after delivery to Landlord Landlord's receipt of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”)subtenant, the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transfereeproposed assignee or subtenant, including its most recent financial statements, and (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided that:
(iA) in Landlord’s 's reasonable judgment, the Transferee proposed assignee or subtenant is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the Building, (2) is for a limits the use of the Premises to the Permitted UseUses, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the Building;
(iiB) in Landlord’s reasonable judgment the Transferee proposed assignee or subtenant is a reputable Person or entity of good character with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be, and Landlord has been furnished with reasonable proof thereof, and Landlord or any Affiliate of Landlord is not litigating against or has been threatened with litigation by such proposed assignee of subtenant or its Affiliates within the prior 6 months;
(iiiC) if Landlord has, or reasonably expects to have within six months thereafter, comparable space available in the Building or an Adjoining Building, neither the proposed assignee or subtenant nor any Affiliate of the proposed assignee or subtenant is then an occupant of the Building;
(D) the proposed assignee or subtenant is not a Person or entity (or Affiliate of a Person or entity) with whom Landlord or Landlord's Agent is then, or has been within the prior six months, negotiating in connection with the rental of space in the Building or an Adjoining Building;
(E) the form of the proposed sublease or instrument of assignment shall be reasonably satisfactory to Landlord and shall comply with the provisions of this Article 15;
(F) there shall be not more than 2 subtenants (excluding Tenant or any Related Entities) 3 occupants in each floor of the PremisesPremises (excluding other tenants in the Building outside of the Premises on any such floor);
(ivG) with respect to any assignment or subletting for which Landlord’s consent is required under this Lease, Tenant shall, upon demand, reimburse Landlord for all reasonable out-of-pocket expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee proposed assignee or subtenant, reviewing any plans and specifications for Alterations proposed to be made in connection therewith, and all legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs and expenses, subject to the provisions of Section 5.6, shall not exceed $3,000 for a normal sublease consent 5,000.
(as reasonably determined by LandlordH) that does Tenant has not present any special issues such as and shall not publicize the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to availability of the Premises or unusually protracted discussions list the Premises to be sublet or assigned with a broker, agent or other entity or otherwise offer the potential subtenant Premises for subletting in any case at a rental rate of less than the rent at which Landlord is then offering to rent other space in the Building but the foregoing provision shall not be deemed to prohibit Tenant from responding to brokers' solicitations and any other inquiries regarding the proposed rental rate or its counsel; andfrom negotiating a sublease at a lesser rate of rent and consummating the same insofar as it may be permitted under the provisions of this Article 15;
(vI) if the proposed Transfer subtenant or assignee is either a sublease or a non-collateral complete assignment;
(vi) an entity organized under the proposed Transfer would not cause Landlord to be in violation laws of any Requirements jurisdiction other than the United States or any other leasestate thereof, Mortgageor is not a United States citizen, Superior Lease or agreement if an individual, such Person shall waive any immunity to which Landlord is a party and would not give a tenant of the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidential; and
(vii) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be it may entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of King City and State of Washington. The parties hereby agreeNew York; and
(J) in Landlord's reasonable judgment, without limitation as to the proposed assignee or subtenant shall not be of a type or character, or engaged in a business or activity, or owned or controlled by or identified with any entity, which may result in protests or civil disorders or commotions at, or other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any disruptions of the foregoing criterianormal business activities in, the Building.
(b) With respect to each and every subletting and/or assignment approved authorized by Landlord under the provisions of this Amended and Restated Lease, it is further agreed that:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to LandlordLandlord and shall comply with the provisions of this Article;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration DateDate of this Lease;
(iii) no Transferee subtenant shall take possession of any part of the Premises until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a15.4(a);
(iv) if an Event of Default occurs after Landlord has given its consent but shall occur at any time prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then Landlord’s 's consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default)Tenant, and if such assignment or subletting would have been permitted without Landlord’s 's consent pursuant to Section 13.815.8, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate, it being the intention of Landlord and Tenant that Tenant shall assume and be liable to Landlord for any and all acts and omissions of all subtenants and anyone claiming under or through any subtenants which, if performed or omitted by Tenant, would be a default under this Lease; and Tenant and each Transferee subtenant shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect effect, and such Transferee subtenant shall, at Landlord’s option's option and upon notice from Landlord, attorn to Landlord pursuant to the then executory provisions of this Lease other than the monetary terms of this Lease, which monetary terms shall be governed by the terms of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or defense, which theretofore accrued to such Transferee subtenant against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) , or by any prepayment of more than one month’s rent's rent and additional rent under such sublease, (D) bound to return such Transferee’s subtenant's security deposit, if any, except to the extent that Landlord shall receive actual possession of such deposit and such Transferee subtenant shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transfereesubtenant, or to perform any work in the sublet subleased space or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s 's obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v15.4(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Samples: Lease (Advent Software Inc /De/)
Conditions to Assignment/Subletting. (a) If Landlord does not exercise Landlord’s termination option provided under Section 13.2, or if Landlord does not have a termination option under Section 13.2, then provided that no Event of Default then exists, Landlord’s ----------------------------------- consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned withheld or delayed. Such consent shall be granted or denied declined, as the case may be, within 15 days ten (10) Business Days after delivery to Landlord Landlord's receipt of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”)subtenant, the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transfereeproposed assignee or subtenant, including its most recent financial statements, and (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided that:
(iA) in Landlord’s 's reasonable judgment, the Transferee proposed assignee or subtenant is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the Building, (2) is for a Permitted Uselimits the use of the Premises to general and executive offices, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the BuildingLease;
(iiB) in Landlord’s reasonable judgment the Transferee proposed assignee or subtenant is a reputable person or entity of good character with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be, and Landlord has been furnished with reasonable proof thereof;
(iiiC) the form of the proposed sublease or instrument of assignment shall be reasonably satisfactory to Landlord and shall comply with the provisions of this Article 15;
(D) there shall be not more than 2 five (5) subtenants (excluding Tenant or any Related Entities) in each floor of the Premises;
(ivE) with respect the aggregate consideration to be paid by the proposed subtenant under the terms of the proposed sublease shall not be less than seventy-five percent (75%) of the then current market rent for the Premises (the "Market Sub-rent") determined as though the Premises were vacant and taking into account (x) the length of the term of the proposed sublease, (y) any assignment or subletting rent concessions granted to subtenant, and (z) the cost of any alterations being performed for which Landlord’s consent the sublessee; provided, however, the provisions of this Subsection 15.4(a)(E) shall cease to apply if after a period of sixty (60) days Tenant is required under this Lease, unable to consummate a sublease transaction for an amount at least equal to the Market Subrent;
(F) Tenant shall, upon demand, reimburse Landlord for all reasonable expenses reasonably incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee proposed assignee or subtenant and all legal costs reasonably incurred in connection with the granting of any requested consent, which investigation and legal costs shall not exceed the aggregate amount of Two Thousand Five Hundred Dollars ($3,000 for a normal sublease consent 2,500.00) (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; and;
(v) the proposed Transfer is either a sublease or a non-collateral complete assignment;
(vi) the proposed Transfer would not cause Landlord to be in violation of any Requirements or any other lease, Mortgage, Superior Lease or agreement to which Landlord is a party and would not give a tenant of the Real Property a right to cancel its lease"Expense Limit"); provided, however, that such Expense Limit shall not apply to any assignment or sublease in connection with the bankruptcy or reorganization of Tenant shall or that involves an amendment to this Lease, and all costs reasonably incurred in reviewing any plans and specifications for Alterations proposed to be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidential; andmade in connection therewith;
(viiG) the Transferee proposed subtenant or assignee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee proposed assignee or subtenant agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of King Santa Xxxxx and State of Washington. The parties hereby agreeCalifornia; and
(H) in Landlord's reasonable judgment, without limitation as to the proposed assignee or subtenant shall not be of a type or character, or engaged in a business or activity, or owned or controlled by or identified with any entity, which may result in protests or civil disorders or commotions at, or other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any disruptions of the foregoing criterianormal business activities in, the Building.
(b) With respect to each and every subletting and/or assignment approved authorized by Landlord under the provisions of this Amended and Restated Lease, it is further agreed that:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to LandlordLandlord and shall comply with the provisions of this Article ;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration DateDate of this Lease;
(iii) no Transferee sublease shall be delivered to any subtenant, and no subtenant shall take possession of any part of the Premises Premises, until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved in writing by Landlord as provided in Section 13.4(a15.4(a);
(iv) if an Event of Default occurs after Landlord has given its consent but shall occur at any time prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to be continuing and yet uncured on the date that would otherwise be such effective date of such assignment or sublettingdate, then Landlord’s 's consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default)Tenant, and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.8, such permission shall be void and without force and effect, and in either such case, any such deemed unconsented to assignment or subletting shall constitute a further Event of Default hereunder; and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate, it being the intention of Landlord and Tenant that Tenant shall assume and be liable to Landlord for any and all acts and omissions of all subtenants and anyone claiming under or through any subtenants which, if performed or omitted by Tenant, would be a default under this Lease; and Tenant and each Transferee subtenant shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee subtenant shall, at Landlord’s 's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or sublease, which theretofore accrued to such Transferee subtenant against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s 's rent, (D) bound to return such Transferee’s subtenant's security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee subtenant shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transfereesubtenant, or to perform any work in the sublet subleased space or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s 's obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v15.4(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Samples: Lease (Portal Software Inc)
Conditions to Assignment/Subletting. (a)
(a) If Landlord does not exercise Landlord’s its termination option provided under Section 13.2, or if Landlord does not have a termination option under Section 13.2, then and provided that no Event of Default then exists, Landlord’s 's consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned withheld or delayed. Such consent shall be granted or denied within 15 20 days after delivery to Landlord of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“"Transferee”"), the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transferee, including its most recent financial statements, and (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided that:
(iA) in Landlord’s 's reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the Building, (2) is for a the Permitted UseUses, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the Building;
(iiB) in Landlord’s reasonable judgment the Transferee is reputable with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be;
(iiiC) the Transferee is not a person or entity (or affiliate of a person or entity) with whom Landlord is then or has been within the prior 6 months negotiating in connection with the rental of space in the Building;
(D) there shall be not more than 2 3 subtenants (excluding Tenant or any Related Entities) in each floor of the Premises;
(ivE) with respect the aggregate consideration to any assignment or subletting for which Landlord’s consent is required under this Lease, Tenant shall, upon demand, reimburse Landlord for all reasonable expenses incurred be paid by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee and all legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed $3,000 for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; and;
(v) the proposed Transfer is either a sublease or a non-collateral complete assignment;
(vi) the proposed Transfer would not cause Landlord to be in violation of any Requirements or any other lease, Mortgage, Superior Lease or agreement to which Landlord is a party and would not give a tenant of the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidential; and
(vii) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of King and State of Washington. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteria.
(b) With respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Amended and Restated Lease:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;
(iii) no Transferee shall take possession of any part of the Premises until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a);
(iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default), and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.8, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated the proposed sublease shall not be less than 90% of the fixed rent at which Landlord is then offering to make any payment to or on behalf of such Transferee, or to perform any work lease other space in the sublet space or Building (the Building, or in any way to prepare "Market Sub-rent") determined as though the subleased space for occupancy, beyond Landlord’s obligations under this Amended Premises were vacant and Restated Lease. The provisions of this Section 13.4(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.taking into account
Appears in 1 contract
Conditions to Assignment/Subletting. (a) If Landlord does not exercise Landlord’s its termination option provided under Section 13.2, or if Landlord does not have a termination option under Section 13.2, then and provided that no Event of Default then exists, Landlord’s 's consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned withheld or delayed. Such consent shall be granted or denied within 15 as soon as practicable and in no case more than 30 days after delivery to Landlord of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“"Transferee”"), the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transferee, including its most recent financial statements, and (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided that:
(iA) in Landlord’s 's reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the Building, (2) is for a the Permitted UseUses, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the Building;
(iiB) in Landlord’s reasonable judgment the Transferee is reputable with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be;
(iiiC) if Landlord has, or reasonably expects to have within 2 months thereafter, comparable space available in the Building (it being understood that floors 17 through 40 are not comparable space), neither the Transferee nor any person which, directly or indirectly, controls, is controlled by, or is under common control with, the Transferee is then an occupant of the Building;
(D) the Transferee is not a person or entity (or affiliate of a person or entity) with whom Landlord is then or has been within the prior 6 months negotiating in connection with the rental of space in the Building; provided that the provisions of this Section 13.3(a)(A) shall not apply if the proposed Transferee is Engage Technologies, Inc. ("Engage") or a Related Corporation (as hereinafter defined);
(E) there shall be not more than 2 subtenants (excluding Tenant or any Related Entities) in each floor of the Premises;
(ivF) with respect the aggregate consideration to be paid by the Transferee under the terms of the proposed sublease shall not be less than 90% of the fixed rent at which Landlord is then offering to lease other space in the Building (the "Market Sub-rent") determined as though the Premises were vacant and taking into account
(1) the length of the term of the proposed sublease, (2) any assignment or subletting rent concessions granted to Transferee, and (3) the cost of any Alterations being performed for which Landlord’s consent is required under this Lease, the Transferee;
(G) Tenant shall, upon within 30 days of demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee and all legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed $3,000 for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; and;
(vH) Tenant shall not list the proposed Transfer is either a sublease or a non-collateral complete assignment;
(vi) the proposed Transfer would not cause Landlord Premises to be in violation of any Requirements sublet or any assigned with a broker, agent or other lease, Mortgage, Superior Lease entity or agreement to which Landlord is otherwise offer the Premises for subletting at a party and would not give a tenant of rental rate less than the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidentialMarket Sub-rent; and
(viiI) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the City and County of King San Francisco and State of Washington. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteriaCalifornia.
(b) With respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Amended and Restated Lease:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;
(iii) except as otherwise provided in Section 13.7, no Transferee shall take possession of any part of the Premises Premises, until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a13.3(a);
(iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to continuing and yet uncured on the date that would otherwise be such effective date of such assignment or sublettingdate, then Landlord’s 's consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default)Tenant, and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.8, such permission shall be void and without force and effect, and in either such case, any such deemed unconsented to assignment or subletting shall constitute a further Event of Default hereunder; and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s 's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or sublease, which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s 's rent, (D) bound to return such Transferee’s 's security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet subleased space or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s 's obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v13.3(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Samples: Lease (Cmgi Inc)
Conditions to Assignment/Subletting. (a) If Landlord does not exercise Landlord’s its termination option provided under Section 13.2, or if Landlord does not have a termination option under Section 13.2, then and provided that no Event of Default then exists, Landlord’s 's consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned withheld or delayed. Such consent shall be granted or denied within 15 as soon as practicable and in no case more than 30 days after delivery to Landlord of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”"TRANSFEREE"), the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transferee, including its most recent financial statements, and (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided that:
(iA) in Landlord’s 's reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the Building, (2) is for a the Permitted UseUses, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the Building;
(iiB) in Landlord’s reasonable judgment the Transferee is reputable with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be;
(iiiC) if Landlord has, or reasonably expects to have within 2 months thereafter, comparable space available in the Building (it being understood that floors 17 through 40 are not comparable space), neither the Transferee nor any person which, directly or indirectly, controls, is controlled by, or is under common control with, the Transferee is then an occupant of the Building;
(D) the Transferee is not a person or entity (or affiliate of a person or entity) with whom Landlord is then or has been within the prior 6 months negotiating in connection with the rental of space in the Building;
(E) there shall be not more than 2 subtenants (excluding Tenant or any Related Entities) in each floor of the Premises;
(ivF) with respect the aggregate consideration to be paid by the Transferee under the terms of the proposed sublease shall not be less than 90% of the fixed rent at which Landlord is then offering to lease other space in the Building (the "MARKET SUB-RENT") determined as though the Premises were vacant and taking into account
(1) the length of the term of the proposed sublease, (2) any assignment or subletting rent concessions granted to Transferee, and (3) the cost of any Alterations being performed for which Landlord’s consent is required under this Lease, the Transferee;
(G) Tenant shall, upon within 30 days of demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee and all legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed $3,000 for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; and;
(vH) Tenant shall not list the proposed Transfer is either a sublease or a non-collateral complete assignment;
(vi) the proposed Transfer would not cause Landlord Premises to be in violation of any Requirements sublet or any assigned with a broker, agent or other lease, Mortgage, Superior Lease entity or agreement to which Landlord is otherwise offer the Premises for subletting at a party and would not give a tenant of rental rate less than the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidentialMarket Sub-rent; and
(viiI) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the City and County of King San Francisco and State of Washington. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteriaCalifornia.
(b) With respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Amended and Restated Lease:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;
(iii) except as otherwise provided in Section 13.7, no Transferee shall take possession of any part of the Premises Premises, until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a13.3(a);
(iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to continuing and yet uncured on the date that would otherwise be such effective date of such assignment or sublettingdate, then Landlord’s 's consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default)Tenant, and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.8, such permission shall be void and without force and effect, and in either such case, any such deemed unconsented to assignment or subletting shall constitute a further Event of Default hereunder; and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s 's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or sublease, which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s 's rent, (D) bound to return such Transferee’s 's security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet subleased space or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s 's obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v13.3(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Conditions to Assignment/Subletting. (a) If Landlord does not exercise Provided no uncured Material Default shall then exist, in any case in which Landlord’s termination option provided under Section 13.2, or if Landlord does not have a termination option under Section 13.2, then provided that no Event of Default then exists, Landlord’s 's consent to the proposed an assignment or subletting is required, such consent shall not be unreasonably withheld, conditioned or delayed. Such consent shall be granted or denied within 15 days delayed beyond eleven (11) Business Days after delivery to Landlord Landlord's receipt of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”), the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transferee, including its most recent financial statements, (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested TransferTenant's Notice, provided that:
(i) in Landlord’s reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the Building, (2) is for a Permitted Use, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the Building;
(ii) in Landlord’s reasonable judgment the Transferee is reputable with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be;
(iii) there shall be not more than 2 subtenants (excluding Tenant or any Related Entities) in each floor of the Premises;
(iv) with respect to any assignment or subletting for which Landlord’s consent is required under this Lease, Tenant shall, upon within thirty (30) days after demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee proposed assignee or subtenant, reviewing any plans and specifications for Alterations proposed to be made in connection therewith, and all reasonable legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs consent (such reimbursement shall not exceed $3,000 for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; and;
(v) the proposed Transfer is either a sublease or a non-collateral complete assignment;
(vi) the proposed Transfer would not cause Landlord to be in violation of any Requirements or any other lease, Mortgage, Superior Lease or agreement to which Landlord is a party and would not give a tenant of the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidential2,500 per transaction); and
(viiii) the Transferee proposed subtenant or assignee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, entitled to diplomatic or sovereign immunity, regardless which such subtenant or assignee has not waived. If Landlord fails to respond within such eleven (11) Business Days after Tenant's request, then Tenant's request shall be deemed approved. Any assignee of whether this Lease that meets the Transferee agrees to waive such diplomatic or sovereign immunitySecondary Financial Condition, and any Tenant Affiliate, shall be subject to the service of process in, and the jurisdiction maintain all of the courts ofrights and options (including renewal, the County expansion, signage, etc.) contained in this Lease in favor of King Tenant. Landlord acknowledges that Tenant's rights and State of Washington. The parties hereby agree, without limitation options shall continue notwithstanding any permitted sublease and whether Tenant may exercise same for its own use or as an accommodation to other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteriaits subtenant.
(b) With respect to each and every subletting and/or assignment approved consented to, or deemed consented to, by Landlord under the provisions of this Amended and Restated Lease, it is further agreed that:
(i) the form of the proposed instrument of assignment or sublease shall be reasonably satisfactory to Landlord;Landlord and Tenant and shall comply with the provisions of this Article 15; ----------
(ii) no sublease shall be for a term ending later than one (1) day prior to the Expiration DateDate of this Lease;
(iii) no Transferee subtenant requiring Landlord's consent shall take possession of any part of the Premises until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a)Landlord;
(iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default), and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.8, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; , it being the intention of Landlord and Tenant that Tenant shall assume and each Transferee shall be deemed liable to have agreed that upon the occurrence Landlord for any and during the continuation all acts and omissions of an Event of Default hereunderall subtenants and anyone claiming under or through any subtenants which, if performed or omitted by Tenant, would be a default under this Lease; and
(v) Upon request, Tenant has hereby assigned to Landlord, and shall provide Landlord may, at its option, accept such assignment of, all right, title and interest with a copy of any marketing materials produced by or for Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to which publicize the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return availability of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet space or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornmentPremises.
Appears in 1 contract
Samples: Deed of Lease (Verisign Inc/Ca)
Conditions to Assignment/Subletting. (a) If Landlord does not exercise Landlord’s its termination option provided under Section 13.2, 13.2 or if Landlord otherwise does not have a termination option under Section 13.2option, then provided that no Event of Default then exists, LandlordXxxxxxxx’s consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned withheld or delayed. Such consent shall be granted or denied within 15 thirty (30) days after delivery to Landlord of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”), the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transferee, including its most recent financial statements, and (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided that:
(i) in Landlord’s reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the Building, (2) is for a the Permitted UseUses, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the Building;
(ii) in Landlord’s reasonable judgment the Transferee is reputable with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be;
(iii) there shall be not more than 2 subtenants (excluding Tenant or any Related Entities) in each floor of the Premises;
(iv) with respect to any assignment or subletting for which Landlord’s consent is required under this Lease, Tenant shall, upon demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connection with such proposed assignment or sublease, including any investigations as to the acceptability of the Transferee and all legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed $3,000 for a normal sublease consent (as reasonably determined by Landlordnot to exceed, through December 31, 2014, $2,000 per proposed assignment or sublease, but without limitation on such fees (other than that the legal fees must be reasonable) that does not present any special if the proposed assignment or sublease includes unusual issues (such as the subtenant’s a request for that Landlord modify or release a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises Lease guaranty or unusually protracted discussions with the potential subtenant or its counsel; and;
(v) the proposed Transfer is either a sublease or a non-collateral complete assignment;
(vi) the proposed Transfer would not cause that Landlord to be in violation of any Requirements or any other lease, Mortgage, Superior Lease or agreement to which Landlord is a party and would not give a tenant of the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under amend this item (vi) so long as Tenant agrees to keep such information strictly confidentialLease); and
(viiiii) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of King and State of Washington. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteriaState.
(b) With with respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Amended and Restated Lease:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;
(iii) no Transferee shall take possession of any part of the Premises Premises, until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a)13.3;
(iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then LandlordXxxxxxxx’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default)Tenant, and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.813.7, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant Xxxxxx has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or sublease, which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet subleased space or the Building, or in any way to prepare the subleased sublet space for occupancy, beyond Landlord’s obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Samples: Deed of Lease (Carlyle Group L.P.)
Conditions to Assignment/Subletting. (a) If Landlord does not exercise any of Landlord’s termination option options provided under Section 13.2Sections 15.2 and 15.4, or if Landlord does not have a termination option under Section 13.2, then and provided that no Event of Default then exists, Landlord’s consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned withheld or delayed. Such consent shall be granted or denied denied, as the case may be, within 15 30 days after Landlord’s receipt of the following (and such consent shall be deemed granted if Landlord fails to respond to a request for consent containing the required information and such failure to respond continues for more than 5 Business Days after receipt of a second notice to Landlord, which second notice may not be given prior to the 30th day after delivery by Tenant to Landlord of the initial notice requesting consent; any denial to be accompanied by a statement setting forth in reasonable detail the reasons for such denial)
(i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”)subtenant, the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transfereeproposed assignee or subtenant, including its most recent financial statements or if the proposed subtenant does not have financial statements, (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining then tax returns or other current financial information reasonably satisfactory to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iviii) any other information Landlord may reasonably request. Landlord shall consent request (it being acknowledged that all of such information described in clauses (i), (ii) and (iii) above may be delivered concurrently with Tenant’s notice pursuant to the requested TransferSection 15.2), provided that:
(iA) in Landlord’s reasonable judgment, the Transferee proposed assignee or subtenant is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the Building, (2) is for a Permitted Uselimits the use of the Premises to general and executive offices and ancillary uses permitted hereunder, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the Building;
(iiB) in Landlord’s reasonable judgment the Transferee proposed assignee or subtenant is a reputable Person or entity of good character with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or (taking into account that the Named Tenant is the sublessor) the sublease, as the case may be, and Landlord has been furnished with reasonable proof thereof, and Landlord or any Affiliate of Landlord is not litigating against or has been threatened with litigation by such proposed assignee of subtenant or its Affiliates within the prior 12 months;
(iiiC) if Landlord has, or reasonably expects to have within six months thereafter, comparable space (taking into account the size of the space and the available term thereof) available in the Building, neither the proposed assignee or subtenant nor any Affiliate of the proposed assignee or subtenant is then an occupant of the Building;
(D) if Landlord has, or reasonably expects to have within six months thereafter, comparable space (taking into account the size of the space and the available term thereof) available in the Building, the proposed assignee or subtenant is not a Person or entity (or Affiliate of a Person or entity) with whom Landlord or Landlord’s Agent is then, or has been within the prior six months, negotiating in connection with the rental of space in the Building;
(E) there shall be not more than 2 subtenants (excluding Tenant or occupants on any Related Entities) in each floor of the Premises;
(ivF) with respect to any assignment or subletting for which Landlord’s consent is required under this Lease, Tenant shall, upon demand, reimburse Landlord for all reasonable out-of-pocket expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee proposed assignee or subtenant, reviewing any plans and specifications for Alterations proposed to be made in connection therewith, and all reasonable legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed $3,000 for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; and;
(vG) Tenant has not and shall not (A) publicize the proposed Transfer availability of the Premises, or (B) list the Premises to be sublet or assigned with a broker, agent or other entity or otherwise offer the Premises, in both cases, for subletting at a rental rate of less than the aggregate fixed rent and additional rent at which Landlord is either a sublease or a non-collateral complete assignmentthen leasing other space in the Building;
(viH) if the proposed Transfer would not cause Landlord to be in violation subtenant or assignee is an entity organized under the laws of any Requirements jurisdiction other than the United States or any other leasestate thereof, Mortgageor is not a United States citizen, Superior Lease or agreement if an individual, such Person shall waive any immunity to which Landlord is a party and would not give a tenant of the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidential; and
(vii) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be it may entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of King City and State of Washington. The parties hereby agreeNew York; and
(I) in Landlord’s reasonable judgment, without limitation as to the proposed assignee or subtenant shall not be of a type or character, or engaged in a business or activity, or owned or controlled by or identified with any entity, which may result in protests or civil disorders or commotions at, or other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any disruptions of the foregoing criterianormal business activities in, the Building.
(b) With respect to each and every subletting and/or assignment approved authorized by Landlord under the provisions of this Amended and Restated Lease, it is further agreed that:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to LandlordLandlord and shall comply with the provisions of this Article;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration DateDate of this Lease;
(iii) no Transferee sublease shall be delivered to any subtenant, and no subtenant shall take possession of any part of the Premises Premises, until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a15.5(a);
(iv) if an Event of Default occurs after Landlord has given its consent but shall occur at any time prior to the effective date of such assignment or subletting and subletting, then, until such Event of Default is not cured prior to such effective date of such assignment or sublettingno longer continuing, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default)Tenant, and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.815.9, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and
(v) subject to the terms of Section 15.15, each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate, it being the intention of Landlord and Tenant that Tenant shall assume and be liable to Landlord for any and all acts and omissions of all subtenants and anyone claiming under or through any subtenants which, if performed or omitted by Tenant, would be a default under this Lease; and Tenant and each Transferee subtenant shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect effect, and such Transferee subtenant shall, at Landlord’s optionoption and upon notice from Landlord, attorn to Landlord pursuant to the then executory provisions of this Lease other than the monetary terms of this Lease, which monetary terms shall be governed by the terms of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or defense, which theretofore accrued to such Transferee subtenant against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) , or by any prepayment of more than one month’s rentrent and additional rent under such sublease, (D) bound to return such Transfereesubtenant’s security deposit, if any, except to the extent that Landlord shall receive actual possession of such deposit and such Transferee subtenant shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transfereesubtenant, or to perform any work in the sublet subleased space or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v15.5(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Samples: Lease Agreement (Greenhill & Co Inc)
Conditions to Assignment/Subletting. (a) If Landlord does not exercise Landlord’s termination option provided under Section 13.2, or if Landlord does not have a termination option under Section 13.2, then 6.4 and provided that no Event of Default then exists, Landlord’s consent to the a proposed assignment or subletting shall not be unreasonably withheld, conditioned withheld or delayed. Such consent shall be granted or denied within 15 days after delivery to Landlord of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”), the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transferee, including its most recent financial statements, (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided that:
(i) in Landlord’s reasonable judgment, the Transferee proposed assignee or sublessee (the “Transferee”) is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then established standards of the BuildingProperty, (2) is for a any of the Permitted UseUses, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the BuildingProperty;
(ii) in Landlord’s reasonable judgment the Transferee is reputable with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be;
(iii) if Landlord has, or reasonably expects to have within 3 months thereafter, comparable space available in the Property, neither the Transferee nor any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the Transferee is then an occupant of the Property;
(iv) the Transferee is not a person or entity (or affiliate of a person or entity) with whom Landlord is then or has been within the prior 3 months negotiating in connection with the rental of space in the Property;
(v) there shall be not more than 2 subtenants (excluding Tenant or any Related Entities) in each floor of the Premises;
(ivvi) with respect the aggregate consideration to be paid by the Transferee under the terms of the proposed sublease shall not be less than 90% of the fixed rent at which Landlord is then offering to lease other space in the respective Building (the “Market Sub-rent”) determined as though the Premises were vacant and taking into account (1) the length of the term of the proposed sublease; (2) any assignment or subletting rent concessions granted to Transferee, and (3) the cost of any Alterations being performed for which Landlord’s consent is required under this Lease, the Transferee;
(vii) Tenant shall, upon demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee and all legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed $3,000 for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; and;
(vviii) Tenant shall not list the proposed Transfer is either a sublease or a non-collateral complete assignment;
(vi) the proposed Transfer would not cause Landlord Premises to be in violation of any Requirements sublet or any assigned with a broker, agent or other lease, Mortgage, Superior Lease entity or agreement to which Landlord is otherwise offer the Premises for subletting at a party and would not give a tenant of rental rate less than the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidentialMarket Sub-rent; and
(viiix) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County Commonwealth of King and State of Washington. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteriaMassachusetts.
(b) With respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Amended and Restated Lease:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;
(iii) no Transferee shall take possession of any part of the Premises Premises, until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a)Landlord;
(iv) if an a material Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default)Tenant, and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.8consent, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or sublease, which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet space or the respective Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v6.5(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Conditions to Assignment/Subletting. (a) If Landlord ----------------------------------- does not exercise Landlord’s any termination option provided available under Section 13.215.2, or if Landlord does not have a termination option under Section 13.2, then and provided that no Event of Default then exists, Landlord’s 's consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned withheld or delayed. Such consent shall be granted or denied declined, as the case may be, within 15 days ten (10) Business Days after delivery to Landlord Landlord's receipt of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”)subtenant, the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transfereeproposed assignee or subtenant, including its most recent financial statements, and (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided that:
(iA) in Landlord’s 's reasonable judgment, the Transferee proposed assignee or subtenant is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the Building, (2) is for a Permitted Uselimits the use of the Premises to general and executive offices, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the BuildingLease;
(iiB) in Landlord’s reasonable judgment the Transferee proposed assignee or subtenant is a reputable person or entity of good character with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be, and Landlord has been furnished with reasonable proof thereof;
(iiiC) the form of the proposed sublease or instrument of assignment shall be reasonably satisfactory to Landlord and shall comply with the provisions of this Article 15;
(D) there shall be not more than 2 five (5) subtenants (excluding Tenant or any Related Entities) in each floor of the Premises;
(ivE) with respect the aggregate consideration to be paid by the proposed subtenant under the terms of the proposed sublease shall not be less than seventy-five percent (75%) of the then current market rent for the Premises (the "Market Sub-rent") determined as though the Premises were vacant and taking into account (x) the length of the term of the proposed sublease, (y) any assignment or subletting rent concessions granted to subtenant, and (z) the cost of any alterations being performed for which Landlord’s consent the sublessee; provided, however, the provisions of this Subsection 15.4(a)(E) shall cease to apply if after a period of sixty (60) days Tenant is required under this Lease, unable to consummate a sublease transaction for an amount at least equal to the Market Subrent;
(F) Tenant shall, upon demand, reimburse Landlord for all reasonable expenses reasonably incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee proposed assignee or subtenant and all legal costs reasonably incurred in connection with the granting of any requested consent, which investigation and legal costs shall not exceed the aggregate amount of Two Thousand Five Hundred Dollars ($3,000 for a normal sublease consent 2,500.00) (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; and;
(v) the proposed Transfer is either a sublease or a non-collateral complete assignment;
(vi) the proposed Transfer would not cause Landlord to be in violation of any Requirements or any other lease, Mortgage, Superior Lease or agreement to which Landlord is a party and would not give a tenant of the Real Property a right to cancel its lease"Expense Limit"); provided, however, that such Expense Limit shall not apply to any assignment or sublease in connection with the bankruptcy or reorganization of Tenant shall or that involves an amendment to this Lease, and all costs reasonably incurred in reviewing any plans and specifications for Alterations proposed to be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidential; andmade in connection therewith;
(viiG) the Transferee proposed subtenant or assignee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee proposed assignee or subtenant agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of King Santa Xxxxx and State of Washington. The parties hereby agreeCalifornia; and
(H) in Landlord's reasonable judgment, without limitation as to the proposed assignee or subtenant shall not be of a type or character, or engaged in a business or activity, or owned or controlled by or identified with any entity, which may result in protests or civil disorders or commotions at, or other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any disruptions of the foregoing criterianormal business activities in, the Building.
(b) With respect to each and every subletting and/or assignment approved authorized by Landlord under the provisions of this Amended and Restated Lease, it is further agreed that:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to LandlordLandlord and shall comply with the provisions of this Article;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration DateDate of this Lease;
(iii) no Transferee sublease shall be delivered to any subtenant, and no subtenant shall take possession of any part of the Premises Premises, until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved in writing by Landlord as provided in Section 13.4(a15.4(a);
(iv) if an Event of Default occurs after Landlord has given its consent but shall occur at any time prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to be continuing and yet uncured on the date that would otherwise be such effective date of such assignment or sublettingdate, then Landlord’s 's consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default)Tenant, and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.8, such permission shall be void and without force and effect, and in either such case, any such deemed unconsented to assignment or subletting shall constitute a further Event of Default hereunder; and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate, it being the intention of Landlord and Tenant that Tenant shall assume and be liable to Landlord for any and all acts and omissions of all subtenants and anyone claiming under or through any subtenants which, if performed or omitted by Tenant, would be a default under this Lease; and Tenant and each Transferee subtenant shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee subtenant shall, at Landlord’s 's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or sublease, which theretofore accrued to such Transferee subtenant against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s 's rent, (D) bound to return such Transferee’s subtenant's security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee subtenant shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transfereesubtenant, or to perform any work in the sublet subleased space or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s 's obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v15.4(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Samples: Lease (Portal Software Inc)
Conditions to Assignment/Subletting. (a) If Landlord does not exercise either of Landlord’s termination option options provided under Section 13.2Sections 13.2 and 13.3, or if Landlord does not have a termination option under Section 13.2, then and provided that no Event of Default then exists, Landlord’s consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned or delayed. Such consent shall be granted or denied within 15 30 days after delivery to Landlord of (i) the documentation and information required under Section 13.2, (ii) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”), the nature of its business and its proposed use of the Premises, (iiiii) current financial information with respect to the Transferee, including its most recent financial statements, (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided that:: 30
(iA) in Landlord’s reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the BuildingBuilding and the Center, (2) is for a the Permitted UseUses, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the Building;
Center; (iiB) in Landlord’s reasonable judgment the Transferee is reputable with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be;
; (iiiC) if Landlord has, or reasonably expects to have within 5 months thereafter, comparable space available in the Center, neither the Transferee nor any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the Transferee is then an occupant of the Center; (D) the Transferee is not a person or entity (or affiliate of a person or entity) with whom Landlord is then or has been within the prior 5 months negotiating in connection with the rental of space in the Center; (E) there shall be not more than 2 subtenants (excluding Tenant or any Related Entities) in each floor of the Premises;
; (ivF) with respect the aggregate consideration to be paid by the Transferee under the terms of the proposed sublease shall not be less than 90% of the fixed rent at which Landlord is then offering to lease other space in the Building (the “Market Sub-rent”) determined as though the Premises were vacant and taking into account (1) the length of the term of the proposed sublease, (2) any assignment or subletting rent concessions granted to Transferee, and (3) the cost of any Alterations being performed for which Landlord’s consent is required under this Lease, the Transferee; (G) Tenant shall, upon demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee and all legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs ; (H) Tenant shall not exceed $3,000 for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to list the Premises or unusually protracted discussions with the potential subtenant or its counsel; and;
(v) the proposed Transfer is either a sublease or a non-collateral complete assignment;
(vi) the proposed Transfer would not cause Landlord to be in violation of any Requirements sublet or any assigned with a broker, agent or other lease, Mortgage, Superior Lease entity or agreement to which Landlord is otherwise offer the Premises for subletting at a party rental rate less than the Market Sub-rent; and would not give a tenant of the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidential; and
(viiI) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of King City and State of Washington. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteriaNew York.
(b) With respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Amended and Restated Lease:
: (i) the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;
; (ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;
(iii) no Transferee shall take possession of any part of the Premises until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a);
(iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default), and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.8, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet space or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Samples: Lease Agreement
Conditions to Assignment/Subletting. (a) If Landlord does not exercise Landlord’s its termination option provided under Section 13.2, or if Landlord does not have 13.2(c) with respect to a termination option under Section 13.2, then provided that no Event of Default then exists, Landlord’s consent to the proposed assignment or transfer of this Lease or a proposed subletting by Tenant, then Tenant shall not be unreasonably withheldhave a period of one year from the date that Tenant gives notice of the proposed assignment, conditioned transfer or delayed. Such consent shall be granted or denied within 15 days after delivery subletting under Section 13.2(a) to deliver to Landlord written notice of a proposed assignment or transfer by Tenant or a proposed subletting by Tenant, as applicable, which notice must be accompanied by the following information: (i) the date Tenant desires the assignment, transfer or subletting to be effective, (ii) a true and complete statement reasonably detailing the identity of the proposed assignee assignee, transferee or subtenant (“Transferee”any such proposed assignee, transferee or subtenant may hereafter be referred to herein as a "TRANSFEREE"), the nature of its business and its proposed use of the Premises, (iiiii) current financial information with respect to the Transferee, including its most recent financial statements, (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. .
(b) If Tenant delivers the information required under Section 13.3(a) within the one year period described in Section 13.3(a), and provided that no Event of Default then exists, Landlord shall grant or deny its consent to the requested Transferproposed assignment, transfer or subletting within 10 Business Days after delivery by Tenant to Landlord of such information.
(c) Landlord's consent to any proposed assignment, transfer or subletting shall not be unreasonably withheld or conditioned, provided that:
(i) in Landlord’s 's reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the Building, (2) is for a the Permitted UseUses, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the Building, and (4) will not attract a volume, frequency or type of visitor or employee to the Building which is not in keeping with the then standards of the Building and will not impose an excessive demand on or use of the facilities or services of the Building;
(ii) in Landlord’s reasonable judgment the Transferee is reputable with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be;
(iii) neither the Transferee nor any person which, directly or indirectly, controls, is controlled by, or is under common control with, the Transferee, but excluding in all cases Related Entities, is then an occupant of the Building and Landlord then has comparable space available in the Building;
(iv) there shall be not more than 2 six subtenants (excluding Tenant or any Related Entities) in on each floor of the PremisesPremises provided, however, that Related Entities shall not be counted for purposes of this Section 13.3(c)(iv);
(ivv) with respect to any assignment or subletting for which Landlord’s consent is required under this Lease, Tenant shall, upon demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee and all legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed $3,000 for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; and;
(v) the proposed Transfer is either a sublease or a non-collateral complete assignment;
(vi) the proposed Transfer would not cause Landlord to be in violation of any Requirements or any other lease, Mortgage, Superior Lease or agreement to which Landlord is a party and would not give a tenant of the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidential; and
(vii) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County Commonwealth of King and State of Washington. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteriaPennsylvania.
(bd) With respect to each and every subletting subletting, transfer and/or assignment approved by Landlord under the provisions of this Amended and Restated Lease:
(i) except in the case of a Related Entity, the form of the proposed assignment assignment, transfer agreement or sublease shall be reasonably satisfactory to Landlord;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;
(iii) except in the case of a Related Entity, no Transferee shall take possession of any part of the Premises Premises, until an executed counterpart of such sublease sublease, transfer agreement or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a)13.8;
(iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment assignment, transfer or subletting, then Landlord’s 's consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default)Tenant, and if such assignment or subletting would have been permitted without Landlord’s 's consent pursuant to Section 13.813.7, such permission shall be void and without force and effect, and in either such case, any such assignment assignment, transfer or subletting shall constitute a further Event of Default hereunder; and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s 's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or sublease, which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s 's rent, (D) bound to return such Transferee’s 's security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet subleased space or the Building, or in any way to prepare the subleased sublet space for occupancy, beyond Landlord’s 's obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v13.3(d)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Samples: Lease Agreement (Philadelphia Consolidated Holding Corp)
Conditions to Assignment/Subletting. (a) If Landlord does not exercise either of Landlord’s termination option options provided under Section 13.2Sections 13.2 and 13.3, or if Landlord does not have a termination option under Section 13.2, then and provided that no Event of Default then exists, Landlord’s consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned or delayed. Such consent shall be granted or denied within 15 30 days after delivery to Landlord of (i) the documentation and information required under Section 13.2, (ii) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”), the nature of its business and its proposed use of the Premises, (iiiii) current financial information with respect to the Transferee, including its most recent financial statements, (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided that:
(iA) in Landlord’s reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the BuildingBuilding and the Center, (2) is for a the Permitted UseUses, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the BuildingCenter;
(iiB) in Landlord’s reasonable judgment the Transferee is reputable with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be;
(iiiC) if Landlord has, or reasonably expects to have within 5 months thereafter, comparable space available in the Center, neither the Transferee nor any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the Transferee is then an occupant of the Center;
(D) the Transferee is not a person or entity (or affiliate of a person or entity) with whom Landlord is then or has been within the prior 5 months negotiating in connection with the rental of space in the Center;
(E) there shall be not more than 2 subtenants (excluding Tenant or any Related Entities) in each floor of the Premises;
(ivF) with respect the aggregate consideration to be paid by the Transferee under the terms of the proposed sublease shall not be less than 90% of the fixed rent at which Landlord is then offering to lease other space in the Building (the “Market Sub-rent”) determined as though the Premises were vacant and taking into account (1) the length of the term of the proposed sublease, (2) any assignment or subletting rent concessions granted to Transferee, and (3) the cost of any Alterations being performed for which Landlord’s consent is required under this Lease, the Transferee;
(G) Tenant shall, upon demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee and all legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed $3,000 for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; and;
(vH) Tenant shall not list the proposed Transfer is either a sublease or a non-collateral complete assignment;
(vi) the proposed Transfer would not cause Landlord Premises to be in violation of any Requirements sublet or any assigned with a broker, agent or other lease, Mortgage, Superior Lease entity or agreement to which Landlord is otherwise offer the Premises for subletting at a party and would not give a tenant of rental rate less than the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidentialMarket Sub-rent; and
(viiI) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of King City and State of Washington. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteriaNew York.
(b) With respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Amended and Restated Lease:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;
(iii) no Transferee shall take possession of any part of the Premises until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a);
(iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default)Tenant, and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.8, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder;
(iv) no Transferee shall take possession of any part of the Premises, until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in this Section 13.4(b); and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or sublease, which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet subleased space or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Conditions to Assignment/Subletting. (a) If Landlord does not exercise Landlord’s its termination option provided under Section 13.2, or if Landlord does not have a termination option under Section 13.2, then and provided that no Event of Default then exists, Landlord’s consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned withheld or delayed. Such consent shall be granted or denied within 15 20 days after delivery to Landlord of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”), the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transferee, including its most recent financial statements, and (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided that:
(i) in Landlord’s reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the Building, (2) is for a the Permitted UseUses, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the Building;
(ii) in Landlord’s reasonable judgment the Transferee is reputable with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be;
(iii) if Landlord has, or reasonably expects to have within 6 months thereafter, comparable space available in the Building, neither the Transferee nor any person which, directly or indirectly, controls, is controlled by, or is under common control with, the Transferee is then an occupant of the Building;
(iv) the Transferee is not a person or entity (or affiliate of a person or entity) with whom Landlord is then or has been within the prior 6 months negotiating in connection with the rental of space in the Building;
(v) there shall be not more than 2 subtenants (excluding Tenant or any Related Entities) in each floor of the Premises;
(ivvi) with respect to any assignment or subletting for which Landlord’s consent is required under this Lease, Intentionally omitted;
(vii) Tenant shall, upon demand, reimburse Landlord for all reasonable out-of-pocket expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee and all legal costs reasonably incurred in connection with the granting of any requested consent, which provided such legal costs shall not exceed $3,000 for 1,500.00 so long as such proposed assignment or sublease, and Landlord’s consent document thereto, do not require negotiation of a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as scope or level of complexity beyond what is customary or standard in the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counselindustry; and;
(v) the proposed Transfer is either a sublease or a non-collateral complete assignment;
(vi) the proposed Transfer would not cause Landlord to be in violation of any Requirements or any other lease, Mortgage, Superior Lease or agreement to which Landlord is a party and would not give a tenant of the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidential; and
(vii) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of King and State of Washington. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteria.
(b) With respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Amended and Restated Lease:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;
(iii) no Transferee shall take possession of any part of the Premises until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a);
(iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default), and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.8, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet space or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Conditions to Assignment/Subletting. (a) If Landlord does not exercise Landlord’s termination option provided under Section 13.2, or if Landlord does not have a termination option under Section 13.2, then provided that no Event of Default then exists, Landlord’s consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned or delayed. Such consent shall be granted or denied within 15 30 days after delivery to Landlord of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”), the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transferee, including its most recent financial statements, (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to request within thirty (30) days after Landlord’s receipt of the requested Transferinformation specified in clauses (i), (ii) and (iii) above, provided that:
(i) in Landlord’s reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the Building, (2) is for a the Permitted UseUses, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the Building;
(ii) in Landlord’s reasonable judgment the Transferee is reputable with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be;
(iii) if Landlord has, or reasonably expects to have within 6 months thereafter, comparable space available in the Building, neither the Transferee nor any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the Transferee is then an occupant of the Building;
(iv) the Transferee is not a person or entity (or affiliate of a person or entity) with whom Landlord is then or has been within the prior 6 months negotiating in connection with the rental of space in the Building;
(v) there shall be not more than 2 subtenants (excluding Tenant or any Related Entities) in each floor of the Premises;
(ivvi) with respect to any assignment or subletting for which Landlord’s consent is required under this Lease, Tenant shall, upon demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee and all legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed $3,000 for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; and;
(vvii) the proposed Transfer is either a sublease or a non-collateral complete assignment;
(viviii) the proposed Transfer would not cause Landlord to be in violation of any Requirements or any other lease, Mortgage, Superior Lease or agreement to which Landlord is a party and would not give a tenant of the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidential; and;
(viiix) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of King Santa Xxxxx, and State of WashingtonCalifornia; and
(x) Landlord has received assurances acceptable to Landlord in its sole discretion that all past due amounts owing from Tenant to Landlord, if any, will be paid and all defaults on the part of Tenant, if any, will be cured prior to the effective date of the proposed Transfer. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteria.
(b) With respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Amended and Restated Lease:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;
(iii) no Transferee shall take possession of any part of the Premises until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a13.3(a);
(iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default), and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.8, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and
(viv) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet space or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v13.3(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Samples: Lease Agreement (Inphi Corp)
Conditions to Assignment/Subletting. (a) If Landlord does not exercise any of Landlord’s termination option 's options provided under Section 13.2Sections 15.2 and 15.4, or if Landlord does not have a termination option under Section 13.2, then and provided that no Event of Default then exists, Landlord’s 's consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned withheld or delayed. Such consent shall be granted or denied denied, as the case may be, within 15 25 days after Landlord's receipt of the following (and such consent shall be deemed granted if Landlord fails to respond to a request for consent containing the required information and such failure to respond continues for more than 5 Business Days after receipt of a second notice to Landlord, which second notice may not be given prior to the 25th day after delivery by Tenant to Landlord of the initial notice requesting consent; any denial to be accompanied by a statement setting forth in reasonable detail the reasons for such denial)
(i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”)subtenant, the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transfereeproposed assignee or subtenant, including its most recent financial statements, and (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided that:
(iA) in Landlord’s 's reasonable judgment, the Transferee proposed assignee or subtenant is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the Building, (2) is for a Permitted Uselimits the use of the Premises to general and executive offices, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the Building;
(iiB) in Landlord’s reasonable judgment the Transferee proposed assignee or subtenant is a reputable Person or entity of good character with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be, and Landlord has been furnished with reasonable proof thereof, and Landlord or any Affiliate of Landlord is not litigating against or has been threatened with litigation by such proposed assignee of subtenant or its Affiliates within the prior 12 months;
(iiiC) if Landlord has, or reasonably expects to have within six months thereafter, comparable space available in the Building, neither the proposed assignee or subtenant nor any Affiliate of the proposed assignee or subtenant is then an occupant of the Building;
(D) the proposed assignee or subtenant is not a Person or entity (or Affiliate of a Person or entity) with whom Landlord or Landlord's Agent is then, or has been within the prior six months, negotiating in connection with the rental of comparable space available in the Building;
(E) there shall be not more than 2 subtenants (excluding Tenant or any Related Entities) in each floor occupants of the 23rd Floor Premises and not more than 2 occupants of the 24th Floor Premises;
(ivF) with respect the aggregate consideration to any assignment or subletting for be paid by the proposed subtenant under the terms of the proposed sublease shall not be less than 80% of the aggregate fixed rent and additional rent at which Landlord’s consent Landlord is required under this Leasethen leasing other space in the Building (the "Market Rent"). determined as though the Premises were vacant and in their then "as is" condition. and taking into account (x) the length of the term of the proposed sublease, and (y) the location of the Premises in the Building;
(G) Tenant shall, upon demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee proposed assignee or subtenant, reviewing any plans and specifications for Alterations proposed to be made in connection therewith, and all legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed $3,000 for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; and;
(vH) Tenant has not and shall not (A) publicize the proposed Transfer is either availability of the Premises, or (B) list the Premises to be sublet or assigned with a sublease broker, agent or other entity or otherwise offer the Premises, in both cases, for subletting at a non-collateral complete assignmentrental rate of less than the Market Rent;
(viI) if the proposed Transfer would not cause Landlord to be in violation subtenant or assignee is an entity organized under the laws of any Requirements jurisdiction other than the United States or any other leasestate thereof, Mortgageor is not a United States citizen, Superior Lease or agreement if an individual, such Person shall waive any immunity to which Landlord is a party and would not give a tenant of the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidential; and
(vii) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be it may entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of King City and State of Washington. The parties hereby agreeNew York; and
(J) in Landlord's reasonable judgment, without limitation as to the proposed assignee or subtenant shall not be of a type or character, or engaged in a business or activity, or owned or controlled by or identified with any entity, which may result in protests or civil disorders or commotions at, or other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any disruptions of the foregoing criterianormal business activities in, the Building.
(b) With respect to each and every subletting and/or assignment approved authorized by Landlord under the provisions of this Amended and Restated Lease, it is further agreed that:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to LandlordLandlord and shall comply with the provisions of this Article;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration DateDate of this Lease;
(iii) no Transferee sublease shall be delivered to any subtenant, and no subtenant shall take possession of any part of the Premises Premises, until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a15.5(a);
(iv) if an Event of Default occurs after Landlord has given its consent but shall occur at any time prior to the effective date of such assignment or subletting and subletting, then, until such Event of Default is not cured prior to such effective date of such assignment or sublettingno longer continuing, then Landlord’s 's consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default)Tenant, and if such assignment or subletting would have been permitted without Landlord’s 's consent pursuant to Section 13.815.9, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate, it being the intention of Landlord and Tenant that Tenant shall assume and be liable to Landlord for any and all acts and omissions of all subtenants and anyone claiming under or through any subtenants which, if performed or omitted by Tenant, would be a default under this Lease; and Tenant and each Transferee subtenant shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect effect, and such Transferee subtenant shall, at Landlord’s option's option and upon notice from Landlord, attorn to Landlord pursuant to the then executory provisions of this Lease other than the monetary terms of this Lease, which monetary terms shall be governed by the terms of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or defense, which theretofore accrued to such Transferee subtenant against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) , or by any prepayment of more than one month’s rent's rent and additional rent under such sublease, (D) bound to return such Transferee’s subtenant's security deposit, if any, except to the extent that Landlord shall receive actual possession of such deposit and such Transferee subtenant shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transfereesubtenant, or to perform any work in the sublet subleased space or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s 's obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v15.5(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Samples: Lease (Greenhill & Co Inc)
Conditions to Assignment/Subletting. (a) If Landlord does not exercise Landlord’s termination option provided under Section 13.2, or if Landlord does not have a termination option under Section 13.2, then provided that no Event of Default then exists, Landlord’s consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned withheld or delayed. Such consent shall be granted or denied within 15 days 10 Business Days after delivery to Landlord of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”), the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transferee, including its most recent financial statements, (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided that:
(i) in Landlord’s reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the Building, (2) is for a the Permitted UseUses, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the Building;
(ii) in Landlord’s reasonable judgment the Transferee is reputable with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be;
(iii) there shall be not more than 2 subtenants (excluding Tenant or any Related Entities) in each floor of the Premises;
(iv) with respect to any assignment or subletting for which Landlord’s consent is required under this Lease, Tenant shall, upon demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee and all legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed $3,000 for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; and;
(v) the proposed Transfer is either a sublease or a non-collateral complete assignment;
(vi) the proposed Transfer would not cause Landlord to be in violation of any Requirements or any other lease, Mortgage, Superior Lease or agreement to which Landlord is a party and would not give a tenant of the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidential; and
(vii) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of King and State of Washington. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteria.
(b) With respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Amended and Restated Lease:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;
(iii) no Transferee shall take possession of any part of the Premises until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a);
(iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default), and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.8, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet space or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Samples: Lease Agreement (DemandTec, Inc.)
Conditions to Assignment/Subletting. (a) If Landlord does not exercise Landlord’s termination option provided under Section 13.2, or if Landlord does not have a termination option under Section 13.2, then and provided that no Event of Default then exists, Landlord’s consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned withheld or delayed. Such consent shall be granted or denied within 15 30 days after delivery to Landlord of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”), the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transferee, including its most recent financial statements, and (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided that:
(i) in Landlord’s reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the Building, (2) is for a the Permitted UseUses, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the Building;
(ii) in Landlord’s reasonable judgment the Transferee is reputable with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be;
(iii) if Landlord has, or reasonably expects to have within 5 months thereafter, comparable space available in the Building, neither the Transferee nor any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the Transferee is then an occupant of the Building;
(iv) the Transferee is not a person or entity (or affiliate of a person or entity) with whom Landlord is then or has been within the prior 6 months negotiating in connection with the rental of space in the Building;
(v) there shall be not more than 2 subtenants (excluding Tenant or any Related Entities) in each floor of the Premises;
(ivvi) with respect to any assignment or subletting for which Landlord’s consent is required under this Lease, Intentionally deleted;
(vii) Tenant shall, upon demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee and all legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed $3,000 for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; and;
(vviii) Intentionally deleted;
(ix) the proposed Transfer is either a sublease or a non-collateral complete assignment;
(vix) the proposed Transfer would not cause Landlord to be in violation of any Requirements or any other lease, Mortgage, Superior Lease or agreement to which Landlord is a party and would not give a tenant of the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidential; and
(viixi) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of King and State of Washington. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteria.. 6219070.4
(b) With respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Amended and Restated Lease:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;
(iii) no Transferee shall take possession of any part of the Premises until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a);
(iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default)Tenant, and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.8, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet space or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Conditions to Assignment/Subletting. (a) If Landlord does not exercise Landlord’s its termination option provided under Section 13.2, 13.2 or if Landlord otherwise does not have a termination option under Section 13.2option, then provided that no Event of Default then exists, Landlord’s consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned withheld or delayed. Such consent shall be granted or denied within 15 thirty (30) days after delivery to Landlord of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”), the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transferee, including its most recent financial statements, and (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested Transfer, provided that:
(i) in Landlord’s reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then standards of the Building, (2) is for a the Permitted UseUses, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the Building;
(ii) in Landlord’s reasonable judgment the Transferee is reputable with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be;
(iii) there shall be not more than 2 subtenants (excluding Tenant or any Related Entities) in each floor of the Premisesreserved;
(iv) the Transferee is not a person or entity (or affiliate of a person or entity) with whom Landlord is then or has been within the prior 6 months negotiating in connection with the rental of space in the Building;
(v) reserved
(vi) with respect to any transaction occurring prior to the last day of the fifth (5th) Lease Year, the aggregate consideration to be paid by the Transferee under the terms of the proposed sublease shall not be less than sixty percent (60%) of the fixed rent at which Landlord is then offering to lease other space in the Building (the “Market Sub-rent”) determined as though the Premises were vacant and taking into account (1) the length of the term of the proposed sublease, (2) any rent concessions granted to Transferee, and (3) the cost of any Alterations being performed for the Transferee;
(vii) Tenant is not released from liability under the Lease;
(viii) with respect to any assignment or subletting for which Landlord’s consent is required under this Lease, Tenant shall, upon demand, reimburse Landlord for all actual reasonable out-of-pocket expenses incurred by Landlord in connection with such proposed assignment or sublease, including any investigations as to the acceptability of the Transferee and all legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed $3,000 for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; and;
(v) the proposed Transfer is either a sublease or a non-collateral complete assignment;
(vi) the proposed Transfer would not cause Landlord to be in violation of any Requirements or any other lease, Mortgage, Superior Lease or agreement to which Landlord is a party and would not give a tenant of the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidential; and
(viiix) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of King and State of Washington. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteriaState.
(b) With respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Amended and Restated Lease:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;
(iii) no Transferee shall take possession of any part of the Premises Premises, until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a)13.3;
(iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default)Tenant, and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.813.7, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and
(v) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or sublease, which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet subleased space or the Building, or in any way to prepare the subleased sublet space for occupancy, beyond Landlord’s obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Samples: Lease Agreement (Convio, Inc.)
Conditions to Assignment/Subletting. (a) If Landlord does not exercise Upon Landlord’s termination option provided under Section 13.2, or if Landlord does not have receipt of a termination option under Section 13.2, then provided that no Event of Default then existsTransfer Notice, Landlord’s consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned withheld or delayed. Such consent shall be granted or denied within 15 days ten (10) Business Days after delivery to Landlord of (i) a true and complete statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”), the nature of its business and its proposed use of the Premises, (ii) current financial information with respect to the Transferee, including its most recent financial statements, (iii) all of the terms of the proposed Transfer and the consideration therefor, together with a copy of all the existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer (such as the final assignment agreement or final sublease agreement, as applicable), (items (i) through (iii) shall collectively be referred to herein as the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard "Transfer documents in connection with the documentation of such Transfer, and (iv) any other information Landlord may reasonably request. Landlord shall consent to the requested TransferDocuments"), provided that:
(iA) in Landlord’s reasonable judgment, the Transferee is engaged in a business or activity, and the Premises will be used in a manner, which (1) is in keeping with the then typical standards of a first class office building in the Buildinggreater West Los Angeles Marketplace, (2) is for a the Permitted UseUses, and (3) does not violate any restrictions set forth in this Amended and Restated Lease, any Mortgage or Superior Lease or any negative covenant as to use of the Premises required by any other lease in the Building;
(iiB) in Landlord’s reasonable judgment the Transferee is reputable with sufficient financial means to perform all of its obligations under this Amended and Restated Lease or the sublease, as the case may be;
(iiiC) there shall be not more than 2 subtenants (excluding Tenant if Landlord has, or reasonably expects to have within 3 months thereafter, comparable space available in the Building, neither the Transferee nor any Related Entities) in each floor person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the Transferee is then an occupant of the PremisesBuilding;
(ivD) the Transferee is not a person or entity (or affiliate of a person or entity) with respect to any assignment whom Landlord is then or subletting for which Landlord’s consent is required under this Lease, has been within the prior 3 months negotiating in connection with the rental of space in the Building;
(E) Tenant shall, upon demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the Transferee and all legal costs reasonably incurred in connection with the granting of any requested consent, which legal costs shall not exceed but in no event in an amount exceeding Two Thousand Five Hundred and No/100 Dollars ($3,000 2,500.00) for a normal sublease consent (as reasonably determined by Landlord) that does not present any special issues such as Transfer in the subtenant’s request for a non-disturbance agreement from Landlord, the subtenant’s request for significant alterations to the Premises or unusually protracted discussions with the potential subtenant or its counsel; andordinary course of business;
(vF) the proposed Transfer is either a sublease or a non-collateral complete assignment;
(viG) the proposed Transfer would not cause Landlord to be in violation of any Requirements or any other lease, Mortgage, Superior Lease or agreement to which Landlord is a party and would not give a tenant of the Real Property a right to cancel its lease; provided, however, that Tenant shall be entitled to review the relevant portions of any such agreement that is the basis of a refusal of Landlord to grant consent to a Transfer under this item (vi) so long as Tenant agrees to keep such information strictly confidential; and;
(viiH) the Transferee shall not be either a governmental agency or an instrumentality thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the courts of, the County of King Los Angeles and State of WashingtonCalifornia; and
(I) Landlord has received assurances acceptable to Landlord in its sole discretion that all past due amounts owing from Tenant to Landlord, if any, will be paid and all defaults on the part of Tenant, if any, will be cured prior to the effective date of the proposed Transfer. The parties hereby agree, without limitation as to other reasonable grounds for withholding consent, that it shall be reasonable under this Amended and Restated Lease and under applicable law Requirements for Landlord to withhold consent to any proposed Transfer based upon any of the foregoing criteria. In the event that Landlord fails to provide its approval or disapproval of a proposed Transfer within ten (10) Business Days after delivery to Landlord of all of the Transfer Documents, and Tenant's Transfer Documents included the following statement in bold and capital letters: "THIS IS A REQUEST FOR LANDLORD'S CONSENT PURSUANT TO THE TERMS OF SECTION 13.4: IF LANDLORD FAILS TO GRANT OR DENY ITS CONSENT WITHIN TEN (10) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE CONSENTED TO THE PROPOSED TRANSFER", then Tenant's proposed Transfer shall be deemed approved.
(b) With respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Amended and Restated Lease:
(i) the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord;
(ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;
(iiiii) no Transferee shall take possession of any part of the Premises Premises, until an executed counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord as provided in Section 13.4(a);
(iv) if an Event of Default occurs after Landlord has given its consent but prior to the effective date of such assignment or subletting and such Event of Default is not cured prior to such effective date of such assignment or subletting, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant (other than any notice required prior to the effectiveness of such Event of Default), and if such assignment or subletting would have been permitted without Landlord’s consent pursuant to Section 13.8, such permission shall be void and without force and effect, and in either such case, any such assignment or subletting shall constitute a further Event of Default hereunder; and
(viii) each sublease shall be subject and subordinate to this Amended and Restated Lease and to the matters to which this Amended and Restated Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease or which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord (unless such modification memorializes the subtenant’s exercise of a right or option granted in the initial sublease or a prior amendment approved by Landlord) or by any prepayment of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the sublet space or the BuildingReal Property, or in any way to prepare the subleased space for occupancy, beyond Landlord’s obligations under this Amended and Restated Lease. The provisions of this Section 13.4(b)(v13.4(b)(iii) shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment.
Appears in 1 contract
Samples: Lease Agreement (ChromaDex Corp.)
