Conditions to Consent. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transfer fees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. 15 Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment. (e) Attornment bv Subtenants. Each sublease by Tenant hereunder shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in the event of termination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (1) liable for any previous act or omission of Tenant under such sublease, (2) subject to any counterclaim, offset or defense that such subtenant might have against Tenant, (3) bound by any previous modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant might have paid for more than the current month to Tenant, and all such rent shall remain due and owing, notwithstanding such advance payment, (4) bound by any security or advance rental deposit made by such subtenant which is not delivered or paid over to Landlord and with respect to which such subtenant shall look solely to Tenant for refund or reimbursement, or (5) obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed to be bound by the terms and conditions set forth in this Section lO(e). The provisions of this Section lO(e) shall be self-operative, and no further instrument shall be required to give effect to this provision. (f)
Appears in 1 contract
Samples: HTM Lease Agreement
Conditions to Consent. If Landlord consents to a proposed Transfer, then prior to taking possession, the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant's ’s obligations hereunder; however, any transferee of less than all of the space in the Leased Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor, except in the event a Transfer is to the County of Marin or its designee (as to the designee, to the extent the County of Marin guarantees performance under the Lease), in which case Tenant shall be released from any and all obligations under this Lease for which it would otherwise be responsible from the date of such Transfer forward. Landlord's ’s consent to any Transfer shall not waive Landlord's rights as be deemed consent to any subsequent Transfers. If an Event of Default of this Lease occurs while the Leased Premises or any part thereof are is subject to a Transfer, then Landlord, in addition to its other remedies, may during the continuance of such Event of Default, collect directly from such transferee all rents becoming due to Tenant and apply such rents against RentMonthly Rent or any other sums then due under this Lease. Tenant authorizes its transfer fees transferees to make payments of rent Rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. 15 In all events, it is understood and agreed that all rents paid to Tenant by an assignee or subtenant shall be received by Tenant in trust for Landlord and shall be forwarded to Landlord without offset or reduction of any kind. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment. assignment (e) Attornment bv Subtenants. Each sublease by Tenant hereunder provided that the foregoing shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in the event of termination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except not waive any approval right that Landlord shall not be (1) liable for any previous act or omission of Tenant under such sublease, (2) subject to any counterclaim, offset or defense that such subtenant might may have against Tenant, (3) bound by any previous modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant might have paid for more than the current month to Tenant, and all such rent shall remain due and owing, notwithstanding such advance payment, (4) bound by any security or advance rental deposit made by such subtenant which is not delivered or paid over to Landlord and with respect to which such subtenant shall look solely improvements pursuant to Tenant for refund or reimbursement, or (5) obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed to be bound by the terms and conditions set forth in this Section lO(e). The provisions another provision of this Section lO(e) shall be self-operative, and no further instrument shall be required to give effect to this provision. (fLease).
Appears in 1 contract
Samples: Funding Agreement
Conditions to Consent. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant's ’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the TransferTransfer per the terms of the transfer document. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee with respect to an assignment of this Lease, the assignee shall be jointly and severally liable therefor. Landlord's ’s consent to any Transfer shall not waive Landlord's rights as be deemed consent to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against RentRent due hereunder. Tenant authorizes its transfer fees transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. 15 Subject to Section 10(f) below, it is understood and agreed that all rents paid to Tenant by an assignee or subtenant shall be received by Tenant in trust for Landlord and shall be forwarded to Landlord without offset or reduction of any kind following the occurrence of an Event of Default hereunder. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment. assignment (e) Attornment bv Subtenants. Each sublease by Tenant hereunder provided that the foregoing shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in the event of termination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except not waive any approval right that Landlord shall not be (1) liable for any previous act or omission of Tenant under such sublease, (2) subject to any counterclaim, offset or defense that such subtenant might may have against Tenant, (3) bound by any previous modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant might have paid for more than the current month to Tenant, and all such rent shall remain due and owing, notwithstanding such advance payment, (4) bound by any security or advance rental deposit made by such subtenant which is not delivered or paid over to Landlord and with respect to which such subtenant shall look solely improvements pursuant to Tenant for refund or reimbursement, or (5) obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed to be bound by the terms and conditions set forth in this Section lO(e). The provisions another provision of this Section lO(e) shall be self-operative, and no further instrument shall be required to give effect to this provision. (fLease).
Appears in 1 contract
Conditions to Consent. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant's ’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's ’s consent to any Transfer shall not waive Landlord's rights as be deemed consent to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transfer fees transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. 15 All rents paid to Tenant by an assignee or subtenant shall be received by Tenant in trust for Landlord and shall be forwarded to Landlord without offset or reduction of any kind. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment. assignment (e) Attornment bv Subtenants. Each sublease by Tenant hereunder provided that the foregoing shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in the event of termination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except not waive any approval right that Landlord shall not be (1) liable for any previous act or omission of Tenant under such sublease, (2) subject to any counterclaim, offset or defense that such subtenant might may have against Tenant, (3) bound by any previous modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant might have paid for more than the current month to Tenant, and all such rent shall remain due and owing, notwithstanding such advance payment, (4) bound by any security or advance rental deposit made by such subtenant which is not delivered or paid over to Landlord and with respect to which such subtenant shall look solely improvements pursuant to Tenant for refund or reimbursement, or (5) obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed to be bound by the terms and conditions set forth in this Section lO(e). The provisions another provision of this Section lO(e) shall be self-operative, and no further instrument shall be required to give effect to this provision. (fLease).
Appears in 1 contract
Samples: Office Lease Agreement
Conditions to Consent. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant's ’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's Xxxxxxxx’s consent to any Transfer shall not waive Landlord's rights as be deemed consent to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transfer fees transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. 15 In all events, it is understood and agreed that all rents paid to Tenant by an assignee or subtenant shall be received by Tenant in trust for Landlord and shall be forwarded to Landlord without offset or reduction of any kind. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment. assignment (e) Attornment bv Subtenants. Each sublease by Tenant hereunder provided that the foregoing shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in the event of termination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except not waive any approval right that Landlord shall not be (1) liable for any previous act or omission of Tenant under such sublease, (2) subject to any counterclaim, offset or defense that such subtenant might may have against Tenant, (3) bound by any previous modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant might have paid for more than the current month to Tenant, and all such rent shall remain due and owing, notwithstanding such advance payment, (4) bound by any security or advance rental deposit made by such subtenant which is not delivered or paid over to Landlord and with respect to which such subtenant shall look solely improvements pursuant to Tenant for refund or reimbursement, or (5) obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed to be bound by the terms and conditions set forth in this Section lO(e). The provisions another provision of this Section lO(e) shall be self-operative, and no further instrument shall be required to give effect to this provision. (fLease).
Appears in 1 contract
Conditions to Consent. Concurrently with Tenant's notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $750.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorneys' fees incurred in connection with considering any request for consent to a Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Landlord's consent to a Transfer shall not release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transfer fees transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunderso. 15 Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment. (e) Attornment bv Subtenants. Each sublease by Tenant hereunder shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinateThis Section 10.4 does not, and each subtenant by entering into a sublease is deemed to have agreed that in the event of termination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (1) liable for construed to, create any previous act or omission rights in favor of Tenant under such sublease, (2) subject to any counterclaim, offset or defense that such subtenant might have against Tenant, (3) bound by any previous modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant might have paid for more than the current month to Tenant, and all such rent shall remain due and owing, notwithstanding such advance payment, (4) bound by any security or advance rental deposit made by such subtenant which is not delivered or paid over to Landlord and with respect to which such subtenant shall look solely to Tenant for refund or reimbursement, or (5) obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed to be bound by the terms and conditions set forth in this Section lO(e). The provisions of this Section lO(e) shall be self-operative, and no further instrument shall be required to give effect to this provision. (f)third parties.
Appears in 1 contract
Samples: Lease Agreement (Beyond Com Corp)
Conditions to Consent. If Landlord consents to a proposed Transferany such transfer, then assignment or subletting hereunder for which its consent is required, the proposed transferee same shall not be effective unless and until (a) Tenant gives written notice thereof to Landlord and (b) such transferee, assignee or sublessee shall deliver to Landlord Landlord: (i) a written agreement whereby it expressly in form and substance satisfactory to Landlord pursuant to which such transferee, assignee or sublessee assumes Tenant's obligations hereunder; however, any transferee of less than all of the space in obligations and liabilities of Tenant hereunder that accrue after the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period date of the Transfer. No Transfer shall release Tenant from its obligations assignment or sublease; (ii) a certified copy of the assignment agreement or sublease; and (iii) the assignor agrees in writing satisfactory to Landlord in form and substance to remain liable under this Lease, but rather . Tenant and its transferee shall be jointly and severally liable therefor. pay Landlord's consent to reasonable attorneys' fees and other actual out-of-pocket costs incurred in connection with Tenant's request for any Transfer shall not waive Landlord's rights as to any subsequent Transfers’s consent. If an Event of Default occurs while this Lease is transferred or assigned, as aforesaid, or if the Premises or any part thereof are subject to a Transferbe sublet or occupied by anybody other than Tenant, in violation of this Lease, then Landlord, whether before or after default by Tenant, may, in addition to, and not in diminution of or substitution for, any other rights and remedies under this Lease or pursuant to its other remedieslaw which Landlord may be entitled as a result thereof, may collect directly rent from such transferee all rents becoming due to Tenant the transferee, assignee, subtenant or occupant and apply the net amount collected to the Rent herein reserved, but no such rents against Rent. transfer, assignment, subletting, occupancy or collection shall be deemed a waiver of Landlord’s right to give or withhold consent to any transfer, assignment, mortgaging, or encumbering of the Premises, or a release of Tenant authorizes its transfer fees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. 15 Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment. (e) Attornment bv Subtenants. Each sublease further performance by Tenant hereunder shall be subject and subordinate to this Lease and to of covenants on the matters to which this Lease is or shall be subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in the event of termination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (1) liable for any previous act or omission part of Tenant under such sublease, (2) subject to any counterclaim, offset or defense that such subtenant might have against Tenant, (3) bound by any previous modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant might have paid for more than the current month to Tenant, and all such rent shall remain due and owing, notwithstanding such advance payment, (4) bound by any security or advance rental deposit made by such subtenant which is not delivered or paid over to Landlord and with respect to which such subtenant shall look solely to Tenant for refund or reimbursement, or (5) obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed to be bound by the terms and conditions set forth in this Section lO(e). The provisions of this Section lO(e) shall be self-operative, and no further instrument shall be required to give effect to this provision. (f)herein contained.
Appears in 1 contract
Conditions to Consent. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable Notwithstanding anything to the space subject contrary contained herein, it shall not be unreasonable for Landlord to the Transfer for the period of the Transfer. No Transfer shall release Tenant from withhold its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's rights as proposed assignment or sublease if (i) Tenant proposes to any subsequent Transfers. If an Event of Default occurs while assign this Lease or sublease the Premises or any part portion thereof are subject to a Transfer, any person or entity with whom Landlord is then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transfer fees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. 15 Tenant shall pay negotiating for the cost rental of other space in the Business Park or who is a tenant in any building in the Business Park or any other building owned by Landlord or any affiliate of Landlord; or (ii) the net worth of any demising walls such proposed assignee or other improvements necessitated by subtenant is less than the greater of (A) the net worth of Tenant on the date hereof or (B) the net worth of Tenant at the time of any such assignment or sublease; or (iii) in Landlord’s judgment the proposed assignee or subtenant is engaged in a business which is not in keeping with the then standards of the Building and the proposed subletting use is not limited to the Permitted Use; or assignment. (eiv) Attornment bv Subtenants. Each there are then two (2) or more leases or subleases in effect with respect to the Premises (including this Lease); or (v) the proposed sublease is for a portion of the Premises of less than 5,000 rentable square feet; or (vi) any rent payable by Tenant hereunder is so-called “percentage rent” (provided, however, that it is hereby agreed and acknowledged that in no event shall Landlord’s right to withhold consent be limited to the basis set forth in clauses (i) through (vi) above). Landlord’s consent shall be subject granted only if any and subordinate to all rights of expansion, extension, renewal, first offer, and the like contained within this Lease and to the matters to which this Lease is or shall be subordinate, and each subtenant are deleted and/or waived by entering into a sublease is deemed to have agreed that in the event of termination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (1) liable for any previous act or omission of Tenant under such sublease, (2) subject to any counterclaim, offset or defense that such subtenant might have against Tenant, (3) bound by any previous modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant might have paid for more than the current month to Tenant, and all if requested by Landlord such rent shall remain due assignee or subtenant, and owing, notwithstanding such advance payment, (4) bound by any security only if the assignee or advance rental deposit made by such subtenant which is not delivered or paid over to Landlord and with respect to which such subtenant shall look solely to Tenant for refund or reimbursementpromptly execute, or (5) obligated to perform any work in the subleased space or to prepare it for occupancyacknowledge, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any instruments an agreement in form and substance satisfactory to Landlord may reasonably request to evidence and confirm such attornment. Each whereby the assignee or subtenant or licensee of Tenant shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed agree to be bound by and upon the terms covenants, agreements, terms, provisions and conditions set forth in this Section lO(e). The provisions Lease other than the payment of this Section lO(e) shall be self-operative, and no further instrument shall be required to give effect to this provision. (f)Rent hereunder.
Appears in 1 contract
Samples: Lease by And (Avici Systems Inc)
Conditions to Consent. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant's ’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. Landlord will be deemed to have granted its consent to a proposed sublease if Landlord fails to disapprove such sublease within ten (10) business days of receipt of Tenant’s request for Landlord’s consent to such proposed sublease if Tenant’s such request states in prominent bold text with all capital letters that “YOUR FAILURE TO DISAPPROVE OF THE PROPOSED SUBLEASE WITHIN TEN (10) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST FOR CONSENT TO SUBLEASE SHALL CONSTITUTE YOUR APPROVAL OF SUCH SUBLEASE.” In no event shall Landlord be deemed to have approved any proposed assignment as assignments must be specifically approved by Landlord in writing in all instances. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's ’s consent to any Transfer shall not waive Landlord's ’s rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transfer fees transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. 15 Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment. (e) Attornment bv Subtenants. Each sublease by Tenant hereunder shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in the event of termination, re-entry or dispossession by assignment unless Landlord under this Lease, Landlord may, at exercises its option, take over all of the right, title and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (1) liable for any previous act or omission of Tenant under such sublease, (2) subject to any counterclaim, offset or defense that such subtenant might have against Tenant, (3) bound by any previous modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant might have paid for more than the current month to Tenant, and all such rent shall remain due and owing, notwithstanding such advance payment, (4) bound by any security or advance rental deposit made by such subtenant which is not delivered or paid over to Landlord and with respect to which such subtenant shall look solely to Tenant for refund or reimbursement, or (5) obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed to be bound by the terms and conditions set forth in this Section lO(e). The provisions of this Section lO(e) shall be self-operative, and no further instrument shall be required to give effect to this provision. (f)recapture right below.
Appears in 1 contract
Conditions to Consent. If Landlord consents to a proposed Transferany such transfer, then assignment or subletting hereunder for which its consent is required, the proposed transferee same shall not be effective unless and until (a) Tenant gives written notice thereof to Landlord and (b) such transferee, assignee or sublessee shall deliver to Landlord Landlord: (i) a written agreement whereby it expressly in form and substance satisfactory to Landlord pursuant to which such transferee, assignee or sublessee assumes Tenant's obligations hereunder; however, any transferee of less than all of the space in obligations and liabilities of Tenant hereunder that accrue after the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period date of the Transfer. No Transfer shall release Tenant from its obligations assignment or sublease; (ii) a certified copy of the assignment agreement or sublease; and (iii) the assignor agrees in writing satisfactory to Landlord in form and substance to remain liable under this Lease, but rather . Tenant and its transferee shall be jointly and severally liable therefor. pay Landlord's consent to reasonable attorneys' fees and other actual out-of-pocket costs incurred in connection with Xxxxxx's request for any Transfer shall not waive Landlord's rights as to any subsequent Transfers’s consent. If an Event of Default occurs while this Lease is transferred or assigned, as aforesaid, or if the Premises or any part thereof are subject to a Transferbe sublet or occupied by anybody other than Tenant, in violation of this Lease, then Landlord, whether before or after default by Tenant, may, in addition to, and not in diminution of or substitution for, any other rights and remedies under this Lease or pursuant to its other remedieslaw which Landlord may be entitled as a result thereof, may collect directly rent from such transferee all rents becoming due to Tenant the transferee, assignee, subtenant or occupant and apply the net amount collected to the Rent herein reserved, but no such rents against Rent. transfer, assignment, subletting, occupancy or collection shall be deemed a waiver of Landlord’s right to give or withhold consent to any transfer, assignment, mortgaging, or encumbering of the Premises, or a release of Tenant authorizes its transfer fees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. 15 Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment. (e) Attornment bv Subtenants. Each sublease further performance by Tenant hereunder shall be subject and subordinate to this Lease and to of covenants on the matters to which this Lease is or shall be subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in the event of termination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (1) liable for any previous act or omission part of Tenant under such sublease, (2) subject to any counterclaim, offset or defense that such subtenant might have against Tenant, (3) bound by any previous modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant might have paid for more than the current month to Tenant, and all such rent shall remain due and owing, notwithstanding such advance payment, (4) bound by any security or advance rental deposit made by such subtenant which is not delivered or paid over to Landlord and with respect to which such subtenant shall look solely to Tenant for refund or reimbursement, or (5) obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed to be bound by the terms and conditions set forth in this Section lO(e). The provisions of this Section lO(e) shall be self-operative, and no further instrument shall be required to give effect to this provision. (f)herein contained.
Appears in 1 contract
Conditions to Consent. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant's ’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's ’s consent to any Transfer shall not waive Landlord's rights as be deemed consent to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transfer fees transferees to make payments of rent directly to Landlord upon receipt of notice OFFICE LEASE AGREEMENT Xxxxxxxx Xxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx Arcutis, Inc. 15 from Landlord to do so following the occurrence of an Event of Default hereunder. 15 In all events, it is understood and agreed that all rents paid to Tenant by an assignee or subtenant shall be received by Tenant in trust for Landlord and shall be forwarded to Landlord without offset or reduction of any kind. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment. assignment (e) Attornment bv Subtenants. Each sublease by Tenant hereunder provided that the foregoing shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in the event of termination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except not waive any approval right that Landlord shall not be (1) liable for any previous act or omission of Tenant under such sublease, (2) subject to any counterclaim, offset or defense that such subtenant might may have against Tenant, (3) bound by any previous modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant might have paid for more than the current month to Tenant, and all such rent shall remain due and owing, notwithstanding such advance payment, (4) bound by any security or advance rental deposit made by such subtenant which is not delivered or paid over to Landlord and with respect to which such subtenant shall look solely improvements pursuant to Tenant for refund or reimbursement, or (5) obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed to be bound by the terms and conditions set forth in this Section lO(e). The provisions another provision of this Section lO(e) shall be self-operative, and no further instrument shall be required to give effect to this provision. (fLease).
Appears in 1 contract
Samples: Office Lease Agreement (Arcutis Biotherapeutics, Inc.)
Conditions to Consent. If Landlord consents elects to consent to a proposed Transfer, then Landlord’s consent shall entirely conditional and contingent upon (regardless of whether any form of Landlord’s consent refers in any manner to this condition) the proposed transferee shall deliver transferee’s execution and delivery to Landlord of a written agreement whereby it in which the transferee expressly assumes Tenant's ’s obligations hereunder; howeverunder this Lease for the express benefit of Landlord, or the proposed sublessee’s agreement to abide by all terms of this Lease for the express benefit of Landlord, as applicable, agrees that Landlord shall have all remedies against the transferee with respect to a breach of this Lease as Landlord has against Tenant, acknowledges that any Transfer that is a Sublease is subject to the terms of this Section 13.5, and agrees to any additional reasonable conditions upon which Landlord has agreed to consent to such Transfer, provided that any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. In the case of a Sublease, Tenant and the subtenant shall enter into an agreement prepared by Landlord specifying Landlord’s reasonable conditions to the Sublease and any additional Rent that Tenant will be obligated to pay to Landlord under Section 13.7 as a consequence of such Sublease. No Sublease shall survive the expiration or termination of the Term, provided that Landlord may elect, upon written notice to any occupant under any Sublease, to assume such Sublease, in which case such Sublease shall survive the termination or expiration of this Lease, and the occupant under such Sublease shall attorn to Landlord as its direct landlord under the terms of the Sublease. In addition, in the event of any default by Tenant that remains uncured beyond the expiration of any applicable notice or cure period, Landlord may elect, in its sole discretion, by written notice to Tenant and the occupant under any Sublease, to assume such Sublease, in which case the occupant under such Sublease shall attorn to Landlord as its direct landlord under the terms of the Sublease, and Tenant shall be automatically deemed to have relinquished to Landlord the premises subleased under such Sublease for the remainder of the Term, and Tenant’s sole liability with respect to such relinquished space shall be to pay to Landlord any shortfall between the rent Landlord actually receives under the Sublease and the Rent Tenant owes to Landlord under this Lease with respect to the relinquished space, on a per rentable square foot basis. Notwithstanding anything in this Lease to the contrary, in the event Landlord assumes any Sublease, Landlord shall not be liable to the occupant under the Sublease for any prepaid rents or security deposits paid to Tenant, or for any breach or default of the Sublease by Tenant. No subtenant or other occupant under any Sublease shall have any right whatsoever to enter into any Transfer of all or any of the Premises or its rights under such Sublease without Landlord’s prior written consent, which consent Landlord may withhold in its sole discretion for any reason whatsoever. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to for all obligations of the Tenant under this Lease arising on or at any Transfer shall not waive Landlord's rights as to any subsequent Transferstime after the effective date of the Transfer. If an Event of Default occurs while the Premises all or any part thereof are of the Premises is subject to a Transfer, then Landlord, in addition to its other remedies, may may, to the extent permitted by Law, collect directly from such the transferee all rents becoming due to Tenant and apply such rents against RentRent for so long as the Event of Default continues. Tenant hereby authorizes its transfer fees transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunderwithout notice to or consent by Tenant. 15 Tenant shall pay for the cost of any demising walls or other improvements necessitated required by a proposed subletting Sublease or assignment. (e) Attornment bv Subtenants. Each sublease by Tenant hereunder shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in the event of termination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (1) liable for any previous act or omission of Tenant under such sublease, (2) subject to any counterclaim, offset or defense that such subtenant might have against Tenant, (3) bound by any previous modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant might have paid for more than the current month to Tenant, and all such rent shall remain due and owing, notwithstanding such advance payment, (4) bound by any security or advance rental deposit made by such subtenant which is not delivered or paid over to Landlord and with respect to which such subtenant shall look solely to Tenant for refund or reimbursement, or (5) obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed to be bound by the terms and conditions set forth in this Section lO(e). The provisions of this Section lO(e) shall be self-operative, and no further instrument shall be required to give effect to this provision. (f)Assignment.
Appears in 1 contract
Conditions to Consent. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable Notwithstanding anything to the space subject contrary contained herein, it shall not be unreasonable for Landlord to the Transfer for the period of the Transfer. No Transfer shall release Tenant from withhold its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's rights as proposed assignment or sublease if (i) Tenant proposes to any subsequent Transfers. If an Event of Default occurs while assign this Lease or sublease the Premises or any part portion thereof are subject to a Transfer, any person or entity with whom Landlord is then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transfer fees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. 15 Tenant shall pay negotiating for the cost rental of other space at the Site or who is a tenant in any building at the Site or any other building owned by Landlord or any affiliate of Landlord; or (ii) the net worth of any demising walls such proposed assignee or other improvements necessitated by subtenant is less than the greater of (A) the net worth of Tenant on the date hereof or (B) the net worth of Tenant at the time of any such assignment or sublease; or (iii) in Landlord’s judgment the proposed assignee or subtenant is engaged in a business which is not in keeping with the then standards of the Building and the proposed subletting use is not limited to the Permitted Use; or assignment. (eiv) Attornment bv Subtenants. Each there are then two (2) or more leases or subleases in effect with respect to the Premises (including this Lease); or (v) the proposed sublease is for a portion of the Premises of less than 5,000 rentable square feet; or (vi) any rent payable by Tenant hereunder is so-called “percentage rent” (provided, however, that it is hereby agreed and acknowledged that in no event shall Landlord’s right to withhold consent be limited to the basis set forth in clauses (i) through (vi) above). Landlord’s consent shall be subject granted only if any and subordinate to all rights of expansion, extension, renewal, first offer, and the like contained within this Lease and to the matters to which this Lease is or shall be subordinate, and each subtenant are deleted and/or waived by entering into a sublease is deemed to have agreed that in the event of termination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (1) liable for any previous act or omission of Tenant under such sublease, (2) subject to any counterclaim, offset or defense that such subtenant might have against Tenant, (3) bound by any previous modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant might have paid for more than the current month to Tenant, and all if requested by Landlord such rent shall remain due assignee or subtenant, and owing, notwithstanding such advance payment, (4) bound by any security only if the assignee or advance rental deposit made by such subtenant which is not delivered or paid over to Landlord and with respect to which such subtenant shall look solely to Tenant for refund or reimbursementpromptly execute, or (5) obligated to perform any work in the subleased space or to prepare it for occupancyacknowledge, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any instruments an agreement in form and substance satisfactory to Landlord may reasonably request to evidence and confirm such attornment. Each whereby the assignee or subtenant or licensee of Tenant shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed agree to be bound by and upon the terms covenants, agreements, terms, provisions and conditions set forth in this Section lO(e). The provisions Lease other than the payment of this Section lO(e) shall be self-operative, and no further instrument shall be required to give effect to this provision. (f)Rent hereunder.
Appears in 1 contract
Samples: Lease (One)
Conditions to Consent. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement on Landlord’s consent form whereby it expressly assumes Tenant's ’s obligations hereunderhereunder (among other terms and conditions reasonably required by Landlord in connection with providing its consent); however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's ’s consent to any Transfer shall not waive Landlord's ’s rights as to any subsequent TransfersTransfers and no subtenant of any portion of the Premises shall be permitted to further sublease any portion of its subleased space. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transfer fees transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. 15 Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment. (e) Attornment bv Subtenants. Each sublease by Tenant hereunder shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate11 0000 XXXXXXXX XXXXXXX – XXXXX XXXXXXXX XXXXX, and each subtenant by entering into a sublease is deemed to have agreed that in the event of termination, reXX 00000 4812-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (1) liable for any previous act or omission of Tenant under such sublease, (2) subject to any counterclaim, offset or defense that such subtenant might have against Tenant, (3) bound by any previous modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant might have paid for more than the current month to Tenant, and all such rent shall remain due and owing, notwithstanding such advance payment, (4) bound by any security or advance rental deposit made by such subtenant which is not delivered or paid over to Landlord and with respect to which such subtenant shall look solely to Tenant for refund or reimbursement, or (5) obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed to be bound by the terms and conditions set forth in this Section lO(e). The provisions of this Section lO(e) shall be self0074-operative, and no further instrument shall be required to give effect to this provision. (f)7958.V2
Appears in 1 contract
Samples: Lease Agreement (Dirtt Environmental Solutions LTD)
Conditions to Consent. If Landlord consents to a proposed Transferany such transfer, then assignment or subletting hereunder for which its consent is required, the proposed transferee same shall not be effective unless and until (a) Tenant gives written notice thereof to Landlord and (b) such transferee, assignee or sublessee shall deliver to Landlord Landlord: (i) a written agreement whereby it expressly in form and substance satisfactory to Landlord pursuant to which such transferee, assignee or sublessee assumes Tenant's obligations hereunder; however, any transferee of less than all of the space in obligations and liabilities of Tenant hereunder that accrue after the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period date of the Transfer. No Transfer shall release Tenant from its obligations assignment or sublease; (ii) a certified copy of the assignment agreement or sublease; and (iii) the assignor agrees in writing satisfactory to Landlord in form and substance to remain liable under this Lease, but rather . Tenant shall pay Landlord’s reasonable attorney’s fees and its transferee shall be jointly and severally liable therefor. Landlord's consent to other actual out-of- pocket costs incurred in connection with Tenant’s request for any Transfer shall not waive Landlord's rights as to any subsequent TransfersLandlord consent. If an Event of Default occurs while this Lease is transferred or assigned, as aforesaid, or if the Premises or any part thereof are subject to a Transferbe sublet or occupied by anybody other than Tenant, in violation of this Lease, then Landlord, whether before or after default by Tenant, may, in addition to, and not in diminution of or substitution for, any other rights and remedies under this Lease or pursuant to its other remedieslaw which Landlord may be entitled as a result thereof, may collect directly rent from such transferee all rents becoming due to Tenant the transferee, assignee, subtenant or occupant and apply the net amount collected to the Rent herein reserved, but no such rents against Rent. transfer, assignment, subletting, occupancy or collection shall be deemed a waiver of Landlord’s right to give or withhold consent to any transfer, assignment, mortgaging, or encumbering of the Premises, or a release of Tenant authorizes its transfer fees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. 15 Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment. (e) Attornment bv Subtenants. Each sublease further performance by Tenant hereunder shall be subject and subordinate to this Lease and to of covenants on the matters to which this Lease is or shall be subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in the event of termination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (1) liable for any previous act or omission part of Tenant under such sublease, (2) subject to any counterclaim, offset or defense that such subtenant might have against Tenant, (3) bound by any previous modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant might have paid for more than the current month to Tenant, and all such rent shall remain due and owing, notwithstanding such advance payment, (4) bound by any security or advance rental deposit made by such subtenant which is not delivered or paid over to Landlord and with respect to which such subtenant shall look solely to Tenant for refund or reimbursement, or (5) obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed to be bound by the terms and conditions set forth in this Section lO(e). The provisions of this Section lO(e) shall be self-operative, and no further instrument shall be required to give effect to this provision. (f)herein contained.
Appears in 1 contract
Samples: Campus Buildings and Grounds Lease
Conditions to Consent. If Landlord consents consents, or is deemed to have consented, to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant's ’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's ’s consent to any Transfer shall not waive Landlord's ’s rights as to any subsequent TransfersTransfers and no subtenant of any portion of the Premises shall be permitted to further sublease any portion of its subleased space. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transfer fees transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. 15 Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment. (e) Attornment bv Subtenants. Each sublease by Tenant hereunder shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in the event of termination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (1) liable for any previous act or omission of Tenant under such sublease, (2) subject to any counterclaim, offset or defense that such subtenant might have against Tenant, (3) bound by any previous modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant might have paid for more than the current month to Tenant, and all such rent shall remain due and owing, notwithstanding such advance payment, (4) bound by any security or advance rental deposit made by such subtenant which is not delivered or paid over to Landlord and with respect to which such subtenant shall look solely to Tenant for refund or reimbursement, or (5) obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed to be bound by the terms and conditions set forth in this Section lO(e). The provisions of this Section lO(e) shall be self-operative, and no further instrument shall be required to give effect to this provision. (f).
Appears in 1 contract
Conditions to Consent. If Landlord consents to a proposed Transfer, then prior to taking possession, the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant's ’s obligations hereunder; however, any transferee of less than all of the space in the Leased Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor, except in the event a Transfer is to the County of Marin or its designee (as to the designee, to the extent the County of Marin guarantees performance under the Lease), in which case Tenant shall be released from any and all obligations under this Lease for which it would otherwise be responsible from the date of such Transfer forward. Landlord's Xxxxxxxx’s consent to any Transfer shall not waive Landlord's rights as be deemed consent to any subsequent Transfers. If an Event of Default of this Lease occurs while the Leased Premises or any part thereof are is subject to a Transfer, then Landlord, in addition to its other remedies, may during the continuance of such Event of Default, collect directly from such transferee all rents becoming due to Tenant and apply such rents against RentMonthly Rent or any other sums then due under this Lease. Tenant authorizes its transfer fees transferees to make payments of rent Rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. 15 In all events, it is understood and agreed that all rents paid to Tenant by an assignee or subtenant shall be received by Tenant in trust for Landlord and shall be forwarded to Landlord without offset or reduction of any kind. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment. assignment (e) Attornment bv Subtenants. Each sublease by Tenant hereunder provided that the foregoing shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in the event of termination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except not waive any approval right that Landlord shall not be (1) liable for any previous act or omission of Tenant under such sublease, (2) subject to any counterclaim, offset or defense that such subtenant might may have against Tenant, (3) bound by any previous modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant might have paid for more than the current month to Tenant, and all such rent shall remain due and owing, notwithstanding such advance payment, (4) bound by any security or advance rental deposit made by such subtenant which is not delivered or paid over to Landlord and with respect to which such subtenant shall look solely improvements pursuant to Tenant for refund or reimbursement, or (5) obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed to be bound by the terms and conditions set forth in this Section lO(e). The provisions another provision of this Section lO(e) shall be self-operative, and no further instrument shall be required to give effect to this provision. (fLease).
Appears in 1 contract
Samples: Funding Agreement
Conditions to Consent. If Landlord consents elects to consent to a proposed Transfer, then Landlord’s consent shall entirely conditional and contingent upon (regardless of whether any form of Landlord’s consent refers in any manner to this condition) the proposed transferee shall deliver transferee’s execution and delivery to Landlord of a written agreement whereby it in which the transferee expressly assumes Tenant's ’s obligations hereunder; howeverunder this Lease for the express benefit of Landlord, or the proposed sublessee’s agreement to abide by all terms of this Lease for the express benefit of Landlord, as applicable, agrees that Landlord shall have all remedies against the transferee with respect to a breach of this Lease as Landlord has against Tenant, acknowledges that any Transfer that is a Sublease is subject to the terms of this Section 13.5, and agrees to any additional reasonable conditions upon which Landlord has agreed to consent to such Transfer, provided that any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. In the case of a Sublease, Tenant and the subtenant shall enter into an agreement prepared by Landlord specifying Landlord’s reasonable conditions to the Sublease and any additional Rent that Tenant will be obligated to pay to Landlord under Section 13.7 as a consequence of such Sublease. No Sublease shall survive the expiration or termination of the Term, provided that Landlord may elect, upon written notice to any occupant under any Sublease, to assume such Sublease, in which case such Sublease shall survive the termination or expiration of this Lease, and the occupant under such Sublease shall attorn to Landlord as its direct landlord under the terms of the Sublease. In addition, in the event of any default by Tenant that remains uncured beyond the expiration of any applicable notice or cure period, Landlord may elect, in its sole discretion, by written notice to Tenant and the occupant under any Sublease, to assume such Sublease, in which case the occupant under such Sublease shall attorn to Landlord as its direct landlord under the terms of the Sublease, and Tenant shall be automatically deemed to have relinquished to Landlord the premises subleased under such Sublease for the remainder of the Term, and Tenant’s sole liability with respect to such relinquished space shall be to pay to Landlord any shortfall between the rent Landlord actually receives under the Sublease and the Rent Tenant owes to Landlord under this Lease with respect to the relinquished space, on a per rentable square foot basis. Notwithstanding anything in this Lease to the contrary, in the event Landlord assumes any Sublease, Landlord shall not be liable to the occupant under the Sublease for any prepaid rents or security deposits paid to Tenant, or for any breach or default of the Sublease by Tenant. No subtenant or other occupant under any Sublease shall have any right whatsoever to enter into any Transfer of all or any of the Premises or its rights under such Sublease without Landlord’s prior written consent, which consent Landlord may withhold in its sole discretion for any reason whatsoever. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transfer fees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. 15 Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment. (e) Attornment bv Subtenants. Each sublease by Tenant hereunder shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in the event of termination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (1) liable for any previous act or omission of Tenant under such sublease, (2) subject to any counterclaim, offset or defense that such subtenant might have against Tenant, (3) bound by any previous modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant might have paid for more than the current month to Tenant, and all such rent shall remain due and owing, notwithstanding such advance payment, (4) bound by any security or advance rental deposit made by such subtenant which is not delivered or paid over to Landlord and with respect to which such subtenant shall look solely to Tenant for refund or reimbursement, or (5) obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed to be bound by the terms and conditions set forth in this Section lO(e). The provisions of this Section lO(e) shall be self-operative, and no further instrument shall be required to give effect to this provision. (f)for
Appears in 1 contract
Samples: Lease Agreement
Conditions to Consent. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant's ’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's ’s consent to any Transfer shall not waive Landlord's ’s rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transfer fees transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunderso. 15 Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment. (e) Attornment bv Subtenants. Each sublease by Tenant hereunder shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in In the event of termination, re-entry an assignment by Tenant that has been approved by the Landlord which is to an entity which has acquired or dispossession by Landlord under this Lease, Landlord may, at its option, take over succeeded to a substantial part of Tenant’s business and which undertakes in writing to fully perform and discharge all of Tenant’s obligations and liabilities, Tenant shall not assume, jointly and severally with such assignee, the right, title and interest performance of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (1) liable for any previous act or omission of Tenant under such sublease, (2) subject to any counterclaim, offset or defense that such subtenant might have against Tenant, (3) bound by any previous modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant might have paid for more than the current month to Tenant, and all such rent shall remain due and owing, notwithstanding such advance payment, (4) bound by any security or advance rental deposit made by such subtenant which is not delivered or paid over to Landlord and with respect to which such subtenant shall look solely to Tenant for refund or reimbursement, or (5) obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed to be bound by the terms and conditions set forth in this Section lO(e). The provisions of this Section lO(e) shall be self-operative, and no further instrument shall be required to give effect to this provision. (f)’s obligations hereunder.
Appears in 1 contract
Samples: Lease Agreement (Spring Bank Pharmaceuticals, Inc.)
