Consent by Landlord. In the event Tenant desires to assign this Lease or any interest therein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenant, such assignee or subtenant's most recent financial statements, and any additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current address of the proposed assignee/subtenant, proposed use of the Premises, rental rate and current financial statement; and upon request to Tenant, Landlord shall be given additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a period of ten (10) days following receipt of the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects (i) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, or (ii) to refuse consent, which consent shall not be unreasonably withheld or delayed. If Landlord should fail to notify Tenant in writing of such election within said ten (10) day period, Landlord shall be deemed to have elected option (i) above. Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld or delayed. Tenant shall not advertise or publicize the availability of the Premises without prior notice to Landlord.
Appears in 1 contract
Samples: Lease Agreement (Komag Inc /De/)
Consent by Landlord. In Except as specifically provided in this Section 17.E, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises without the express written consent of Landlord which shall not be unreasonably withheld, conditioned or delayed. Except in connection with a Permitted Transfer, in the event Tenant desires to assign this Lease or any interest therein herein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenant, such assignee or subtenant's most recent financial statements, and any additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current address of the proposed assignee/subtenant, (ii) current financial statements of the transferee covering the preceding three years if available, (iii) the nature of the proposed use of transferee’s business to be carried on in the Premises, rental rate (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement; statement of Tenant. Landlord may condition its approval of any Transfer to a certification from both Tenant and upon request the proposed transferee of all consideration to Tenantbe paid to Tenant in connection with such Transfer. At Landlord’s request, Landlord Tenant shall be given also provide additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a fifteen business (15) day period of ten (10) days following receipt of all the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects to: (i) to terminate this Lease in the event of an assignment only; (ii) permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, ; or (iiiii) to refuse consent, which consent shall not be unreasonably withheld or delayed. If Landlord should fail to notify Tenant in writing of such election within said ten (10) the 15-day period, Landlord shall be deemed to have elected option (ii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed sublease was to commence, and from such date forward, Base Monthly Rent and Tenant’s Allocable Share of all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. In the event Landlord elects option (ii) above, Landlord's ’s written consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld withheld, provided and upon the condition that: (i) the proposed assignee or delayed. subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iv) Tenant reimburses Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any requested consent; and (vi) Tenant shall not advertise have advertised or publicize publicized in any way the availability of the Premises without prior notice to Landlord. In the event all or any one of the foregoing conditions are not satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent.
Appears in 1 contract
Samples: Sublease (Guidewire Software, Inc.)
Consent by Landlord. Except as specifically provided in Section 30(E), Tenant may not voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer all or any part of Tenant’s interest in this Lease or in the Premises, cause or permit any part of the Premises to be sublet, occupied or used by anyone other than Tenant, or permit any person to succeed to any interest in this Lease or the Premises (all of the foregoing being a “Transfer”) without the express written consent of Landlord. In the event Tenant desires to assign this Lease or any interest therein including, without limitation, effectuate a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereofTransfer, Tenant shall deliver to Landlord (1) executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenanttransferee, such assignee or subtenant's most recent (2) current financial statementsstatements of the transferee covering the preceding three years, (3) the nature of the proposed transferee’s business to be carried on in the Premises, (4) a statement outlining all consideration to be given on account of the Transfer, and (5) a current financial statement of Tenant. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s request, Tenant shall also provide additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current address of the proposed assignee/subtenant, proposed use of the Premises, rental rate and current financial statement; and upon request to Tenant, Landlord shall be given additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or subleaseTransfer. Landlord shall then have a fifteen (15) day period of ten (10) days following receipt of all the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects to: (i) to permit Tenant to assign or sublet Transfer such space to the named assignee/subtenant transferee on the terms and conditions set forth in the notice, ; or (ii) to refuse consent, which consent shall not be unreasonably withheld or delayed. If Landlord should fail to notify Tenant in writing of such election within said ten (10) the 15-day period, Landlord shall be deemed to have elected option (i) above. Landlord's ’s consent to the proposed Transfer shall not be unreasonably withheld, provided and upon the condition that: (which must be i) the proposed transferee is engaged in writing and a business that is limited to the use expressly permitted under this Lease; (ii) the proposed transfer agreement is in form reasonably satisfactory to Landlord; and (iii) Tenant reimburses Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with said Transfer, including the reasonable costs of making investigations as to the acceptability of the proposed assignment transferee and reasonable legal costs incurred in connection with the granting or sublease denial of any requested consent (up to a maximum of $3,000.00 per request for consent). In the event all or any one of the foregoing conditions are not satisfied (without limiting other factors that may be considered or conditions that may be imposed by Landlord in connection with a requested Transfer), Landlord shall not be unreasonably withheld or delayedconsidered to have acted reasonably if it withholds its consent. Tenant shall not advertise hypothecate, mortgage, pledge or publicize otherwise encumber Tenant’s interest in this Lease or the availability Premises or otherwise use the Lease as a security device in any manner without the consent of Landlord, (all of the Premises without prior notice foregoing being an “Hypothecation”) which consent Landlord may withhold in its sole discretion. Tenant shall reimburse Landlord on demand for any costs that may be incurred by Landlord in connection with an Hypothecation, including legal costs incurred in connection with the granting or denial of any requested consent. Landlord’s consent to one or more Transfers or Hypothecations shall not operate to exhaust Tenant’s obligation to obtain Landlord.’s consent to other Transfers or Hypothecations nor constitute consent to an assignment or other Transfer following foreclosure of any permitted lien, mortgage or other encumbrance. If Tenant is a corporation, limited liability company, uninco rporated association, partnership or other legal entity, the sale, assignment, transfer or hypothecation of any stock, membership or other ownership interest in such entity (whether occurring at one time or over a period of time) in the aggregate of more than fifty percent (50%) (determined cumulatively) shall be deemed an assignment of this Lease; in the case of a partnership, any withdrawal or substitution (whether occurring at one time or over a period of
Appears in 1 contract
Samples: Lease Agreement (Xenoport Inc)
Consent by Landlord. In If Landlord elects not to terminate this --------------------- Lease pursuant to Section 15.2, or if a proposed sublease is for less than ------------- substantially all of the event Premises, Landlord shall not unreasonably withhold its consent to any assignment or subletting (for purposes of this Section, an assignment shall not include an assignment for security purposes, which shall be governed by Section 15.1). Tenant desires agrees that the withholding of Landlord's ------------- consent shall be deemed reasonable if all of the following conditions are not satisfied:
(a) The proposed assignee or subtenant shall use the Premises only for the Permitted Use, and the business of the proposed assignee or subtenant is consistent with the other uses and the standards of the Building, in Landlord's reasonable judgment.
(b) The proposed assignee or subtenant is reputable and has net worth not less than seventy-five percent (75%) of the net worth of Tenant on the execution of this Lease, has a credit rating reasonably acceptable to assign Landlord, and otherwise has sufficient financial capabilities to perform all of its obligations under this Lease or the proposed sublease, in Landlord's reasonable judgment.
(c) Neither the proposed assignee or subtenant nor any interest therein includingperson or entity that directly or indirectly controls, without limitation, a pledge, mortgage or other hypothecationis controlled by, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord executed counterparts of any such agreement and of all ancillary agreements is under common control with the proposed assignee or subtenant, such assignee subtenant is an occupant of any part of the Building or subtenant's most recent financial statements, and any additional information as reasonably required by Landlord to determine whether it will consent has negotiated for space in the Building within a six (6) month period prior to the proposed assignment delivery of Tenant's written notice.
(d) Tenant is not in default and has not committed acts or subleaseomissions which with the running of time or the giving of notice or both would constitute a default under this Lease.
(e) Tenant has complied with all of the other terms of this Article. The notice shall give the name conditions described above are not exclusive and current address of the proposed assignee/subtenant, proposed use of the Premises, rental rate and current financial statement; and upon request to Tenant, Landlord shall be given additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a period of ten (10) days following receipt of the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects (i) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, or (ii) to refuse consent, which consent shall not be unreasonably withheld limit or delayed. If prevent Landlord from considering additional factors in determining if it should fail to notify Tenant in writing of such election within said ten (10) day period, Landlord shall be deemed to have elected option (i) above. Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld or delayed. Tenant shall not advertise or publicize the availability of the Premises without prior notice to Landlordwithhold its consent.
Appears in 1 contract
Samples: Office Lease (Vsource Inc)
Consent by Landlord. Except as specifically provided in this Section 17, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises without the express written consent of Landlord. In the event Tenant desires to assign this Lease or any interest therein herein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenant, such assignee or subtenant's most recent financial statements, and any additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current address of the proposed assignee/subtenant, proposed use (ii) current financial statements of the Premisestransferee covering the preceding three years, rental rate (iii) the nature of the proposed transferee’s business to be carried on in the Premises and (iv) a current financial statement; statement of Tenant. Landlord may condition its approval of any Transfer to a certification from both Tenant and upon request the proposed transferee of all consideration to Tenantbe paid to Tenant in connection with such Transfer. At Landlord’s request, Landlord Tenant shall be given also provide additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a thirty (30) day period of ten (10) days following receipt of all the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects to: (i) terminate this Lease as to the space so affected as of the date so specified by Tenant, in which case Tenant will be relieved of all further obligations as to such space; (ii) permit Tenant to assign or sublet such space to the named assignee/assignee/ subtenant on the terms and conditions set forth in the notice, ; or (iiiii) to refuse consent, which consent shall not be unreasonably withheld or delayed. If Landlord should fail to notify Tenant in writing of such election within said ten (10) the 30-day period, Landlord shall be deemed to have elected option (ii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed sublease was to commence, and from such date forward, Base Monthly Rent and Tenant’s Allocable Share of all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. In the event Landlord elects option (ii) above, Landlord's ’s written consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld withheld, provided and upon the condition that: (i) the proposed assignee or delayed. subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iv) the amount of the aggregate rent to be paid by the proposed subtenant is not less than the then current “Fair Market Rental” as defined in Section 18.A below; (v) Tenant reimburses Landlord on demand for any costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any requested consent; and (vi) Tenant shall not advertise have advertised or publicize publicized in any way the availability of the Premises without prior notice to Landlord. In the event all or any one of the foregoing conditions are not satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent.
Appears in 1 contract
Consent by Landlord. In the event Tenant desires to assign this Lease or any interest therein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenant, such assignee or subtenant's ’s most recent financial statements, and any additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current address of the proposed assignee/assignee/ subtenant, proposed use of the Premises, rental rate and current financial statement; , and upon request to Tenant, Landlord shall be given additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a period of ten (10) days following receipt of the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects (i) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, or (ii) to refuse consent, which consent shall not be unreasonably withheld or delayed. If Landlord should fail to notify Tenant in writing of such election within said ten (10) day period, Landlord shall be deemed to have elected option (i) above. Landlord's ’s consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld or delayed. Tenant shall not advertise or publicize the availability of the Premises without prior notice to Landlord.
Appears in 1 contract
Consent by Landlord. Except as specifically provided in this Section 17, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises without the express written consent of Landlord, which consent shall not be unreasonably withheld as defined below. In the event Tenant desires to assign this Lease or any interest therein herein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenant, such assignee or subtenant's most recent financial statements, and any additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current address of the proposed assignee/subtenant, (ii) current financial statements of the transferee covering the preceding three years, (iii) the nature of the proposed use of transferee's business to be carried on in the Premises, rental rate (v) all consideration to be given on account of the Transfer, and (vi) a current financial statement; statement of Tenant. Landlord may condition its approval of any Transfer to a certification from both Tenant and upon request the proposed transferee of all consideration to Tenantbe paid to Tenant in connection with such Transfer. At Landlord's request, Landlord Tenant shall be given also provide additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a period of ten (10) days day period following receipt of all the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects to: (i) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, ; or (ii) to refuse consent, which consent shall not be unreasonably withheld or delayed. If Landlord should fail to notify Tenant in writing of such election within said ten (the 10) -day period, Landlord shall be deemed to have elected option (iii) above. Landlord's written consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld withheld, provided and upon the condition that: (i) the proposed assignee or delayed. subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; and (iv) Tenant reimburses Landlord on demand for any costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any requested consent, not to exceed $2,500.00; and (vi) Tenant shall not advertise have advertised or publicize publicized the availability of the Premises without prior notice to Landlord. In the event all or any one of the foregoing conditions are not satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent.
Appears in 1 contract
Samples: Lease Agreement (Network Equipment Technologies Inc)
Consent by Landlord. In the event Tenant desires to assign this Lease or any interest therein including, including without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenant, such assignee or subtenant's most recent financial statements, and any additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or subleasesublease which consent shall not be unreasonably withheld or delayed. The notice shall give the name and current address of the proposed assignee/subtenant, proposed use of the Premises, rental rate and current financial statement; and upon request to Tenant, Landlord shall be given additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a period of ten fifteen (1015) days following receipt of the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects (i) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, or (ii) to refuse consent, which consent shall not be unreasonably withheld or delayed. If Landlord should fail to notify Tenant in writing of such election within said ten fifteen (1015) day period, Landlord shall be deemed to have elected option (i) above. Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld withheld, provided and upon condition that: (i) the proposed assignee or delayed. subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease, and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease shall be in form reasonably satisfactory to Landlord; (iv) Tenant shall reimburse Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any requested consent; and (v) Tenant shall not advertise have advertised or publicize publicized in any way the availability of the Premises without prior notice to Landlord. In the event all or any one of the foregoing conditions are not satisfied, Landlord may, in its sole discretion, withhold its consent to the proposed assignment or sublease. Notwithstanding anything to the contrary set forth in the Lease, Tenant shall not be required to obtain Landlord's consent to the assignment of the Lease or the subletting of the Leased Premises or any portion thereof, to its parent, a subsidiary or any other closely related affiliate.
Appears in 1 contract
Samples: Lease Agreement (Therma Wave Inc)
Consent by Landlord. Except as specifically provided in this Article 16, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises without the express written consent of Landlord, which will not be unreasonably withheld or delayed subject to the conditions set forth below. In the event Tenant desires to assign this Lease or any interest therein herein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (I) executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenant, such assignee or subtenant's most recent financial statements, and any additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current address of the proposed assignee/subtenant, (ii) current financial statements of the transferee covering the preceding three years, (iii) the nature of the proposed use of transferee's business to be carried on in the Premises, rental rate (v) all consideration to be given on account of the Transfer, and (vi) a current financial statement; statement of Tenant. Landlord may condition its approval of any Transfer to a certification from both Tenant and upon request the proposed transferee of all consideration to Tenantbe paid to Tenant in connection with such Transfer. At Landlord's request, Landlord Tenant shall be given also provide additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a thirty (30) day period of ten (10) days following receipt of all the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects to: (iI) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, ; or (ii) to refuse consent, which consent shall not be unreasonably withheld or delayed. If Landlord should fail to notify Tenant in writing of such election within said ten (10) the 30-day period, Landlord shall be deemed to have elected option (iii) above. In the event Landlord elects option (I) above, Landlord's written consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld withheld, provided and upon the condition that: (I) the proposed assignee or delayed. subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iv) the amount of the aggregate rent to be paid by the proposed subtenant is not less than the then current fair market rental; (v) Tenant reimburses Landlord on demand for any costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any requested consent; and (vi) Tenant shall not advertise have advertised or publicize publicized in any way the availability of the Premises without prior notice to Landlord. In the event all or any one of the foregoing conditions are not satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent.
Appears in 1 contract
Consent by Landlord. In Except as specifically provided in this Section 17.E, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises without the express written consent of Landlord which shall not be unreasonably withheld, conditioned or delayed. Except in connection with a Permitted Transfer, in the event Tenant desires to assign this Lease or any interest therein herein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenant, such assignee or subtenant's most recent financial statements, and any additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current address of the proposed assignee/subtenant, (ii) current financial statements of the transferee covering the preceding three years if available, (iii) the nature of the proposed use of transferee’s business to be carried on in the Premises, rental rate (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement; statement of Tenant. Landlord may condition its approval of any Transfer to a certification from both Tenant and upon request the proposed transferee of all consideration to Tenantbe paid to Tenant in connection with such Transfer. At Landlord’s request, Landlord Tenant shall be given also provide additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a fifteen business (15) day period of ten (10) days following receipt of all the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects to: (i) to terminate this Lease in the event of an assignment only; (ii) permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, ; or (iiiii) to refuse consent, which consent shall not be unreasonably withheld or delayed. If Landlord should fail to notify Tenant in writing of such election within said ten (10) the 15-day period, Landlord shall be deemed to have elected option (ii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed sublease was to commence, and from such date forward, Base Monthly Rent and Tenant’s Allocable Share of all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. In the event Landlord elects option (ii) above, Landlord's ’s written consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld withheld, provided and upon the condition that; (i) the proposed assignee or delayed. subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iv) Tenant reimburses Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any requested consent; and (vi) Tenant shall not advertise have advertised or publicize publicized in any way the availability of the Premises without prior notice to Landlord. In the event all or any one of the foregoing conditions are not satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent.
Appears in 1 contract
Samples: Sublease (NeurogesX Inc)
Consent by Landlord. In Tenant may not enter into any sublease or assignment without the event Tenant desires to assign this Lease or any interest therein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord executed counterparts prior written consent of any such agreement and of all ancillary agreements with the proposed assignee or subtenant, such assignee or subtenant's most recent financial statements, and any additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current address of the proposed assignee/subtenant, proposed use of the Premises, rental rate and current financial statement; and upon request to Tenant, Landlord shall be given additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a period of ten (10) days following receipt of the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects (i) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, or (ii) to refuse consentLandlord, which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned. If Landlord should fail to notify Tenant in writing of such election within said ten (10) day period, Landlord Landlord's consent shall be deemed to have elected option been given if Landlord does not accept Tenant's offer pursuant to Section 14.3.1 or Section 14.3.2 unless Landlord sets forth in reasonable detail the reasons why the proposed subtenant or assignee was rejected within the 10 Business Day period provided by Section 14.3.1 and Section 14.3.2.1 above; provided that the 10 Business Day period shall not commence until Landlord has received all of the materials and information required in accordance with the last paragraph of this Section 14.4 but only if Landlord's request is promptly made after initial delivery. By way of example but not as a limitation, withholding such consent shall be deemed reasonable if one or more of the following conditions apply:
(a) The business of the proposed assignee or subtenant or its use of the Premises, or the relevant portion thereof, is not consistent with the Permitted Use or, in Landlord's reasonable judgment, in keeping with the standards of Comparable Buildings; or
(b) The proposed assignee or subtenant is not a reputable Person of good character and, as to an assignee, with sufficient assets and income, in Landlord's reasonable judgment, to bear the financial responsibilities under the proposed assignment or Landlord has not been furnished with reasonable proof thereof; or
(c) The proposed assignee or sublessee, or any Person who directly or indirectly, controls, is controlled by, or is under common control with, the proposed assignee or sublessee, is an occupant of any part of the Building at the time Tenant requests such consent; or
(d) The proposed assignee or sublessee negotiated with Landlord to lease space in the Unit (or with other unit owners to lease any other space in the Building) within 6 months prior to the time Tenant requests such consent; or
(e) The form of the proposed sublease does not comply with the applicable provisions of this Article XIV; or
(f) Excluding Occupants pursuant to Section 14.9 below, there would be more than two (2) Persons per floor occupying the Premises with separate ingress and egress, including Tenant and the proposed subtenant, but in any event in accordance with the Condominium Documents; provided that in the event more than two (2) Persons per floor are permitted by the Condominium Documents to occupy the Premises, Landlord agrees to enforce its rights under the Condominium Documents in accordance with Section 16.25 below and, in any event, to seek the approval of the Condominium Board. Whenever Tenant seeks Landlord's consent under this Section 14.4, Tenant shall request the consent of Landlord in writing; and such request shall be accompanied by, in addition to those items required by Section 14.3, (i) above. an executed copy of the proposed sublease or assignment as to which Landlord's consent is sought and, in the case of an assignment, an executed copy of the assumption agreement required by Section 14.5.1, (which must be ii) a statement setting forth in writing reasonable detail the identity of the proposed sublessee or assignee, as the case may be, and in form the nature of its business, (iii) financial statements or other evidence, reasonably satisfactory to Landlord) , of the financial condition of the proposed assignee and all other current financial information with respect to the proposed assignment or sublease shall not be unreasonably withheld or delayed. Tenant shall not advertise or publicize the availability of the Premises without prior notice to assignee in Tenant's possession, and (iv) any other information reasonably requested by Landlord.
Appears in 1 contract
Consent by Landlord. Except as specifically provided in Section 17.E below, Tenant may not voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer all or any part of Tenant’s interest in this Lease or in the Premises, cause or permit any part of the Premises to be sublet, occupied or used by anyone other than Tenant, or permit any person to succeed to any interest in this Lease or the Premises (all of the foregoing being a “Transfer”) without the express written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. In the event Tenant desires to assign this Lease or any interest therein including, without limitation, effectuate a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereofTransfer, Tenant shall deliver to Landlord (i) executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenanttransferee, (ii) current financial statements of the transferee covering the preceding three years if such assignee or subtenant's most recent financial statementsstatements exist and are otherwise available, (iii) the nature of the proposed transferee’s business to be carried on in the Premises, (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s request, Tenant shall also provide additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current address of the proposed assignee/subtenant, proposed use of the Premises, rental rate and current financial statement; and upon request to Tenant, Landlord shall be given additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or subleaseTransfer. Landlord shall then have a fifteen (15) day period of ten (10) days following receipt of all the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects to: (i) terminate this Lease as to the portion of the Premises proposed to be transferred; (ii) permit Tenant to assign or sublet Transfer such space to the named assignee/subtenant transferee on the terms and conditions set forth in the notice, ; or (iiiii) to refuse consent, which consent provided Landlord shall not be unreasonably withheld or delayedrequired to specify its reasons for refusing consent. If Landlord should fail to notify Tenant in writing of such election within said ten (10) the aforementioned 15-day period, Landlord shall be deemed to have elected option (ii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed Transfer was to commence, and from such date forward, Base Monthly Rent and Tenant’s allocable share of all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Building. In the event Landlord does not elect option (i) above, Landlord's ’s consent to the proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon the condition that: (which must be i) the proposed transferee is engaged in writing a business that is limited to the use expressly permitted under this Lease; (ii) the proposed transferee is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed transfer agreement, if it is a sublease, conforms to the requirements of Section 17.I below (Sublease Requirements) or if it is an assignment, is in a form reasonably satisfactory to Landlord; (iv) the proposed Transfer will not result in there being greater than two (2) subtenants or other occupants (not including employees) within the Premises at any time during the Lease Term; (v) Tenant reimburses Landlord on demand for any costs that may be incurred by Landlord in connection with said Transfer, including the costs of making investigations as to the acceptability of the proposed assignment transferee and legal costs incurred in connection with the granting or sublease denial of any requested consent; provided, however, that such reimbursement payment by Tenant to Landlord shall not be unreasonably withheld or delayed. exceed One Thousand Five Hundred and No/100 Dollars ($1,500.00) and (vi) Tenant shall not advertise have advertised or publicize publicized in any way the availability of the Premises without prior notice to Landlord. In the event all or any one of the foregoing conditions are not satisfied (without limiting other factors that may be considered or conditions that may be imposed by Landlord in connection with a requested Transfer), Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall not hypothecate, mortgage, pledge or otherwise encumber Tenant’s interest in this Lease or the Premises or otherwise use the Lease as a security device in any manner (all of the foregoing being an “Hypothecation”) without the consent of Landlord, which consent Landlord may withhold in its sole discretion. Tenant shall reimburse Landlord on demand for any costs that may be incurred by Landlord in connection with an Hypothecation, including legal costs incurred in connection with the granting or denial of any requested consent. Landlord’s consent to one or more Transfers or Hypothecations shall not operate to waive Tenant’s obligation to obtain Landlord’s consent to other Transfers or Hypothecations nor constitute consent to an assignment or other Transfer following foreclosure of any permitted lien, mortgage or other encumbrance. If Tenant is a corporation, limited liability company, unincorporated association, partnership or other legal entity, the sale, assignment, transfer or hypothecation of any stock, membership or other ownership interest in such entity (whether occurring at one time or over a period of time) in the aggregate of more than fifty percent (50%) (determined cumulatively) shall be deemed an assignment of this Lease; in the case of a partnership, any withdrawal or substitution (whether occurring at one time or over a period of time) of any partners owning fifty percent (50%) or more (cumulatively) of the partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease; provided that, subject to Section 17.D below, the foregoing provisions of this sentence shall not apply to a transfer of stock in a corporation whose stock is publicly traded on a public stock exchange. If Tenant is a corporation whose stock is not publicly traded on a public stock exchange, any dissolution, merger, consolidation or reorganization of Tenant shall be deemed a Transfer.
Appears in 1 contract
Consent by Landlord. Except as specifically provided in Section 17.E below, Tenant may not voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer all or any part of Tenant’s interest in this Lease or in the Premises, cause or permit any part of the Premises to be sublet, occupied or used by anyone other than Tenant, or permit any person to succeed to any interest in this Lease or the Premises (all of the foregoing being a “Transfer”) without the express written consent of Landlord, not to be unreasonably withheld. In the event Tenant desires to assign this Lease or any interest therein including, without limitation, effectuate a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereofTransfer, Tenant shall deliver to Landlord (i) executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenanttransferee, such assignee or subtenant's most recent (ii) current financial statementsstatements of the transferee covering the preceding three years, (iii) the nature of the proposed transferee’s business to be carried on in the Premises, (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s request, Tenant shall also provide additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current address of the proposed assignee/subtenant, proposed use of the Premises, rental rate and current financial statement; and upon request to Tenant, Landlord shall be given additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or subleaseTransfer. Landlord shall then have a period of ten (10) days day period following receipt of all the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects to: (i) to permit Tenant to assign or sublet Transfer such space to the named assignee/subtenant transferee on the terms and conditions set forth in the notice, ; or (ii) to refuse consent, which consent shall not be unreasonably withheld or delayed. If Landlord should fail to notify Tenant in writing of such election within said ten (10) day period, Landlord shall be deemed to have elected option (i) above. Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld or delayed. Tenant shall not advertise or publicize the availability of the Premises without prior notice to Landlord.refuse
Appears in 1 contract
Samples: Lease Agreement (Cavium, Inc.)
Consent by Landlord. Except as specifically provided in this Section 17, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises without the express written consent of Landlord, which consent shall not be unreasonably withheld or delayed. In the event Tenant desires to assign this Lease or any interest therein including, without limitation, a pledge, mortgage or other hypothecation, herein or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenant, such assignee or subtenant's most recent financial statements, and any additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current address of the proposed assignee/subtenant, (ii) current financial statements of the transferee covering the preceding three years, (iii) the nature of the proposed use of transferee's business to be carried on in the Premises, rental rate (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement; statement of Tenant. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and upon request the proposed transferee of all consideration to Tenantbe paid to Tenant in connection with such Transfer. At Landlord's request, Landlord Tenant shall be given also provide additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a eight (8) business-day period of ten (10) days following receipt of all the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects to: (i) terminate this Lease in the event the proposed sublease or assignment is for substantially all of space in the Premises (provided, however, that Landlord shall not have the right to terminate on any sublease or assignment expiring, including any options in favor of sublessee/assignee, more than three (3) years prior to the Lease Expiration Date, including any options under this Lease which have been exercised by Tenant); (ii) permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, or (ii) to refuse consent, which consent shall not be unreasonably withheld or delayed. If Landlord should fail to notify Tenant in writing of such election within said ten (10) day period, Landlord shall be deemed to have elected option (i) above. Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld or delayed. Tenant shall not advertise or publicize the availability of the Premises without prior notice to Landlord.; or
Appears in 1 contract
Samples: Quarterly Report
Consent by Landlord. Except as specifically provided in Section 17.E, Tenant may not voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer all or any part of Tenant’s interest in this Lease or in the Premises, cause or permit any part of the Premises to be sublet, occupied or used by anyone other than Tenant, or permit any person to succeed to any interest in this Lease or the Premises (all of the foregoing being a “Transfer”) without the express written consent of Landlord. In the event Tenant desires to assign this Lease or any interest therein including, without limitation, effectuate a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereofTransfer, Tenant shall deliver to Landlord (i) executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenanttransferee, such assignee or subtenant's most recent (ii) current financial statementsstatements of the transferee covering the preceding three years, (iii) the nature of the proposed transferee’s business to be carried on in the Premises, (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s request, Tenant shall also provide additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current address of the proposed assignee/subtenant, proposed use of the Premises, rental rate and current financial statement; and upon request to Tenant, Landlord shall be given additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or subleaseTransfer. Landlord shall then have a period of ten (10) days day period following receipt of all the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects to: (i) terminate, to the extent any assignment is for the remainder of the Term, this Lease as to the portion of the Premises proposed to be transferred, (ii) permit Tenant to assign or sublet Transfer such space to the named assignee/subtenant transferee on the terms and conditions set forth in the notice, ; or (iiiii) to refuse consent, which consent shall not be unreasonably withheld or delayed. If Landlord should fail to notify Tenant in writing of such election within said ten (the 10) -day period, Landlord shall be deemed to have elected option (ii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed Transfer was to commence, and from such date forward, Base Monthly Rent and Tenant’s Allocable Share of all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Building. In the event Landlord does not elect option (i) above, Landlord's ’s consent to the proposed Transfer shall not be unreasonably withheld, provided and upon the condition that: (which must be i) the proposed transferee is engaged in writing a business that is limited to the use expressly permitted under this Lease; (ii) the proposed transferee is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed transfer agreement, if it is a sublease, conforms to the requirements of subsection 17.I (Sublease Requirements) or if it is an assignment, is in a form reasonably satisfactory to Landlord; (iv) (v) Tenant reimburses Landlord within 30 days following for any reasonable costs that may be incurred by Landlord in connection with said Transfer, including the costs of making investigations as to the acceptability of the proposed assignment transferee and legal costs incurred in connection with the granting or sublease shall not be unreasonably withheld or delayed. denial of any requested consent; and (vi) Tenant shall not advertise have advertised or publicize publicized in any way the availability of the Premises without prior notice to Landlord. In the event all or any one of the foregoing conditions are not satisfied (without limiting other factors that may be considered or conditions that may be imposed by Landlord in connection with a requested Transfer), Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall not hypothecate, mortgage, pledge or otherwise encumber Tenant’s interest in this Lease or the Premises or otherwise use the Lease as a security device in any manner without the consent of Landlord, (all of the foregoing being an “Hypothecation”) which consent Landlord may withhold in its sole discretion. Tenant shall reimburse Landlord within 30 days following demand for any reasonable costs that may be incurred by Landlord in connection with an Hypothecation, including legal costs incurred in connection with the granting or denial of any requested consent. Landlord’s consent to one or more Transfers or Hypothecations shall not operate to waive Tenant’s obligation to obtain Landlord’s consent to other Transfers or Hypothecations nor constitute consent to an assignment or other Transfer following foreclosure of any permitted lien, mortgage or other encumbrance. If Tenant is a corporation, limited liability company, unincorporated association, partnership or other legal entity, the sale, assignment, transfer or hypothecation of any stock, membership or other ownership interest in such entity (whether occurring at one time or over a period of time) in the aggregate of more than fifty percent (50%) (determined cumulatively) shall be deemed an assignment of this Lease; in the case of a partnership, any withdrawal or substitution (whether occurring at one time or over a period of time) of any partners owning fifty percent (50%) or more (cumulatively) of the partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease; provided that, subject to Section 17.D below, the foregoing provisions of this sentence shall not apply to a transfer of stock in a corporation whose stock is publicly traded on a public stock exchange. If Tenant is a corporation whose stock is not publicly traded on a public stock exchange, any dissolution, merger, consolidation or reorganization of Tenant shall be deemed a Transfer.
Appears in 1 contract
Samples: Lease Agreement (Netflix Inc)
Consent by Landlord. Except as specifically provided in this Section 17 and except with respect to a permitted transfer pursuant to Section 17.E below, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises without the express written consent of Landlord. In the event Tenant desires to assign this Lease or any interest therein herein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenant, such assignee or subtenant's most recent financial statements, and any additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current address of the proposed assignee/subtenant, (ii) current financial statements of the transferee covering the preceding three years (or such shorter period, if three years are not available), (iii) the nature of the proposed use of transferee's business to be carried on in the Premises, rental rate (v) all consideration to be given on account of the Transfer, and (vi) a current financial statement; statement of Tenant. Landlord may condition its approval of any Transfer to a certification from both Tenant and upon request the proposed transferee of all consideration to Tenantbe paid to Tenant in connection with such Transfer. At Landlord's request, Landlord Tenant shall be given also provide additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a period of ten (10) days day period following receipt of all the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects to: (i) terminate this Lease as to the space so affected as of the date so specified by Tenant, in which case Tenant will be relieved of all further obligations as to such space; (ii) permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, ; or (iiiii) to refuse consent, which consent shall not be unreasonably withheld or delayed. If Landlord should fail to notify Tenant in writing of such election within said ten (the 10) -day period, Landlord shall be deemed to have elected option (iii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed sublease was to commence, and from such date forward, Base Monthly Rent and Tenant's Allocable Share of all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. In the event Landlord elects option (ii) above, Landlord's written consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld withheld, provided and upon the condition that: (i) the proposed assignee or delayed. subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; and (iv) Tenant shall not advertise reimburses Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with said assignment or publicize sublease, including the availability costs of making investigations as to the acceptability of the Premises without prior notice proposed assignee or subtenant and legal costs incurred in connection with the granting of any requested consent. In the event all or any one of the foregoing conditions are not satisfied, Landlord shall be considered to Landlordhave acted reasonably if it withholds its consent.
Appears in 1 contract
Consent by Landlord. In (a) Landlord shall not be required to consider a request for consent to any assignment or sublease with a party which is not one of the event Prudential Entities (a "PROPOSED TRANSFER") unless and until Landlord shall have received from Tenant desires a written request for Landlord's consent to assign this Lease such Proposed Transfer (a "CONSENT REQUEST"). Each Consent Request shall include (x) a statement setting forth in reasonable detail the identity of the proposed assignee or any interest therein including, without limitation, a pledge, mortgage or other hypothecation, or sublet subtenant and the Premises or any part thereof, Tenant shall deliver nature of its business and (y) current financial information with respect to Landlord executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenant, such assignee or subtenant's including, without limitation, its most recent financial statementsreport. Provided that all of the foregoing conditions are satisfied and Tenant is not then in Default hereunder beyond any applicable notice and cure period, and any additional information as Landlord agrees to act reasonably required by Landlord to determine whether it will consent (subject to the proposed assignment terms of SECTION 19.4(b)) in considering any such Consent Request and shall have twenty (20) calendar days to provide its approval or subleasedisapproval, with any disapproval being in writing and setting forth the reasons for such disapproval. The notice If Landlord fails to respond within such 20 calendar day period, then the Proposed Transfer shall give be deemed approved. Tenant may resubmit a request for a Proposed Transfer, correcting its submission to comply with the name and current address terms hereof. Xxxxxx further agrees to deliver a term sheet or outline of terms for the prospective transaction when it becomes reasonably available after the proposed assignee/subtenant, transferee is legally bound to Tenant to proceed with the proposed use transaction. Xxxxxx further agrees to deliver a form of sublease or assignment which Xxxxxx has entered into promptly after the Premises, rental rate and current financial statement; and upon request to Tenantform is fully executed by all parties. Such forms of sublease or assignment shall comply with the terms of this Lease. As long as Tenant has complied with the terms of this SECTION 19.4(a), Landlord shall be given additional information as reasonably required by Landlord to determine whether it will promptly after receipt of such sublease or assignment execute a document evidencing Xxxxxxxx's consent to the proposed assignment such sublease or sublease. Landlord shall then have assignment.
(b) Xxxxxx acknowledges and agrees that a period of ten (10) days following receipt of the foregoing agreement, statements and additional information within which decision by Xxxxxxxx to notify Tenant in writing that Landlord elects (i) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, or (ii) to refuse consent, which consent shall not be unreasonably withheld or delayed. If Landlord should fail to notify Tenant in writing of such election within said ten (10) day period, Landlord disapprove a Proposed Transfer shall be deemed to have elected option been made in a reasonable manner if any of the following conditions is not satisfied (which conditions, however, shall not be construed as the sole grounds on which Landlord may withhold its consent to a Proposed Transfer):
(i) above. Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord) to The business of the proposed assignment assignee or sublease shall not be unreasonably withheld or delayed. Tenant shall not advertise or publicize the availability and its use of the Premises without prior notice shall be consistent with the Permitted Use and SECTION 6.2; and
(ii) The proposed assignee or Tenant shall have sufficient assets and income, in Landlord's reasonable judgment, to Landlordbear the financial responsibilities in respect of its Lease (or in the case of an assignment, the Lease), and Landlord shall have been furnished with reasonable proof thereof.
Appears in 1 contract
Consent by Landlord. Except as specifically provided in this Section 17, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises without the express written consent of Landlord, which consent shall not be unreasonably withheld or delayed. In the event Tenant desires to assign this Lease or any interest therein including, without limitation, a pledge, mortgage or other hypothecation, herein or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenant, such assignee or subtenant's most recent financial statements, and any additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current address of the proposed assignee/subtenant, (ii) current financial statements of the transferee covering the preceding three years, (iii) the nature of the proposed use of transferee's business to be carried on in the Premises, rental rate (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement; statement of Tenant. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and upon request the proposed transferee of all consideration to Tenantbe paid to Tenant in connection with such Transfer. At Landlord's request, Landlord Tenant shall be given also provide additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a eight (8) business-day period of ten (10) days following receipt of all the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects to: (i) terminate this Lease in the event the proposed sublease or assignment is for substantially all of space in the Premises (provided, however, that Landlord shall not have the right to terminate on any sublease or assignment expiring, including any options in favor of sublessee/assignee, more than three (3) years prior to the Lease Expiration Date, including any options under this Lease which have been exercised by Tenant); (ii) permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, ; or (iiiii) to refuse consent, which consent shall not be unreasonably withheld or delayed. If Landlord should fail to notify Tenant in writing of such election within said ten (10) the 30-day period, Landlord shall be deemed to have elected option (ii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed sublease or transfer was to commence, and from such date forward, Base Monthly Rent and all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Buildings. In the event Landlord elects option (ii) above, Landlord's written consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld withheld, provided and upon the condition that: (i) the proposed assignee or delayed. subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iii) the proposed sublease will not result in there being more than two (2) subtenants within the Premises at any time during the Lease Term; (iv) Tenant reimburses Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs (not to exceed $2,000.00 per occurance) incurred in connection with the granting of any requested consent; and (v) Tenant shall not advertise have advertised or publicize publicized in any way the availability of the Premises without prior notice to Landlord. In the event all or any one of the foregoing conditions are not satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent.
Appears in 1 contract
Samples: Lease Agreement (Verisign Inc/Ca)
Consent by Landlord. Except as specifically provided in this Pxxxxxxxx 00, Xxxxxx may not assign, sublet, hypothecate, or allow a third party to use or occupy the Premises without the express written consent of Landlord, which consent shall not be unreasonably withheld or delayed. In the event Tenant desires to assign this Lease or any interest therein herein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenant, such assignee or subtenant's most recent financial statements, and any additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current address of the proposed assignee/subtenant, (ii) current financial statements of the transferee covering the current and preceding three years, (iii) the nature of the proposed use of transferee’s business to be carried on in the Premises, rental rate and current financial statement; and upon request (iv) a statement of all consideration to Tenant, Landlord shall be given on account of the transfer. Landlord may condition its approval of any transfer to a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such transfer. At Landlord’s request, Tenant shall also provide additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a fifteen (15) day period of ten (10) days following receipt of all the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects to: (i) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, ; or (ii) to refuse consent, which consent shall not be unreasonably withheld or delayed. If Landlord should fail to notify Tenant in writing of such election within said ten the fifteen (1015) day period, Landlord shall be deemed to have elected option (iii) above. Landlord's ’s written consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld withheld. If any or delayed. any one of the following circumstances exist, Landlord shall be deemed to have acted reasonably if it denies consent: (i) the proposed assignee or subtenant is engaged in a business that is not within the use expressly permitted under this Lease or violates any exclusivity provision of another lease in the Building; (ii) the proposed assignee or subtenant is a tenant in the building or an affiliate of such tenant or a party that Landlord or Landlord’s broker has entered into discussions with as a prospective tenant in the Building within ninety (90) days of Tenant’s proposal; (iii) Landlord has reasonably equivalent space available for rent in the Building, (iv) the proposed assignee or subtenant is not a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease or Landlord has not been furnished with reasonable proof thereof; (v) the proposed assignment or sublease is not in form reasonably satisfactory to Landlord; (vi) the amount of the aggregate rent to be paid by the proposed subtenant is less than the then current fair market value (based upon factors used in determining Fair Market Rental in Paragraph 46 which are applicable to the sublease and other applicable factors) ; (vii) Tenant shall does not advertise reimburse Landlord on demand for all reasonable costs that may be incurred by Landlord in connection with said assignment or publicize sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any requested consent; and (viii) Tenant has publicly advertised or publicized the availability of the Premises without prior notice to Landlord.
Appears in 1 contract
Samples: Office Lease Agreement (Hercules Technology Growth Capital Inc)
Consent by Landlord. In the event Tenant desires to assign this Lease or any interest therein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereoftherof, Tenant shall deliver to Landlord executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenant, such assignee or subtenant's most recent financial statements, and any additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current address of the proposed assignee/subtenant, proposed use of the Premises, rental rate and current financial statement; and upon request to Tenant, Landlord shall be given additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a period of ten thirty (1030) days following receipt of the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects (i) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, or (ii) to refuse consent, which consent shall not be unreasonably withheld or delayed. If Landlord should fail to notify Tenant in writing of such election within said ten thirty (1030) day period, Landlord shall be deemed to have elected option (i) above. If Landlord exercises its option to terminate this Lease in part in the event Tenant desires to sublet or assign part of the Premises, then (i) this Lease shall end and expire, with respect to such part of the Premises, on the date upon which the proposed sublease was to commence, and (ii) from and after such date, the Base Monthly Rent and Tenant's allocable share of all other costs and charges shall be adjusted, based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. If Landlord does not exercise its option to terminate this Lease, Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld withheld, provided and upon condition that: (i) the proposed assignee or delayed. subtenant is engaged in a business that is limited to the use expressly permitted under the Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease, and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease shall be in form reasonably satisfactory to Landlord; (iv) Tenant shall reimburse Landlord on demand for any costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any requested consent; and (v) Tenant shall not advertise have advertised or publicize publicized in any way the availability of the Premises without prior notice to, and approval by Landlord, which approval shall not be unreasonably withheld. In the event all or any one of the foregoing conditions are not satisfied, Landlord may, in its sole discretion, withhold its consent to Landlordthe proposed assignment of sublease.
Appears in 1 contract
Consent by Landlord. Except as specifically provided in Section 18.E below, Tenant may not voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer all or any part of Tenant’s interest in this Lease or in the Premises, cause or permit any part of the Premises to be sublet, occupied or used by anyone other than Tenant, or permit any person to succeed to any interest in this Lease or the Premises (all of the foregoing being a “Transfer”) without the express written consent of Landlord not to be unreasonably withheld, conditioned or delayed. In the event Tenant desires to assign this Lease or any interest therein including, without limitation, effectuate a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereofTransfer, Tenant shall deliver to Landlord (i) executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenanttransferee, such assignee or subtenant's most recent (ii) current financial statementsstatements of the transferee covering the preceding three (3) years (if available), (iii) the nature of the proposed transferee’s business to be carried on in the Premises, (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant, unless Tenant is publicly traded. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s request, Tenant shall also provide additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current address of the proposed assignee/subtenant, proposed use of the Premises, rental rate and current financial statement; and upon request to Tenant, Landlord shall be given additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or subleaseTransfer. Landlord shall then have a fifteen (15) day period of ten (10) days following receipt of all the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects to: (i) terminate this Lease as to the portion of the Premises proposed to be transferred (but only in connection with an assignment or a sublease of more than fifty percent (50%) of the Premises for more than fifty percent (50%) of the then remaining Lease Term); (ii) permit Tenant to assign or sublet Transfer such space to the named assignee/subtenant transferee on the terms and conditions set forth in the notice, ; or (iiiii) to reasonably refuse consent, which consent shall not be unreasonably withheld or delayed. If Landlord should fail to notify Tenant in writing of such election within said ten (10) the 15-day period, Tenant shall again notify Landlord in writing and shall give Landlord an additional five (5) business days to respond. If Landlord fails to notify Tenant in writing of such election within this second 5 business-day period, then Landlord shall be deemed to have elected option (ii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed Transfer was to commence, and from such date forward, Base Monthly Rent shall be adjusted based on the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises before exercise of Landlord’s election to terminate, and Tenant’s Allocable Share of all other costs and charges shall be adjusted in accordance with Section 9.E based upon the remaining rentable area of the Premises and Landlord shall be responsible for any work required to separately demise the Premises. In the event Landlord does not elect option (i) above, Landlord's ’s consent to the proposed Transfer shall not be unreasonably withheld, provided and upon the condition that: (which must be i) the proposed transferee is engaged in writing a business that is limited to the uses expressly permitted under this Lease; (ii) the proposed transferee is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease in the event of an assignment, or under the sublease with respect to a sublease transaction and Landlord has been furnished with reasonable proof thereof; (iii) the proposed transfer agreement, if it is a sublease, conforms to the requirements of Section 18.I below or if it is an assignment, is in a form reasonably satisfactory to Landlord; (iv) the proposed Transfer will not result in there being greater than two (2) subtenants or other occupants (not including employees) within the Premises at any time during the Lease Term; (v) Tenant reimburses Landlord on demand for all costs that may be incurred by Landlord in connection with said Transfer, including the costs of making investigations as to the acceptability of the proposed assignment transferee and legal costs incurred in connection with the granting or sublease shall denial of any requested consent (not be unreasonably withheld or delayed. to exceed $3,500.00 per occurrence); and (vi) Tenant shall not advertise have advertised or publicize publicized in any way the availability of the Premises without prior notice to Landlord. Without otherwise limiting the criteria upon which Landlord may withhold its consent, Landlord shall be deemed reasonable in withholding its consent if it does so for any of the following reasons: (i) the proposed subtenant or assignee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed subtenant or assignee, either (1) occupies space in the Project at the time of the request for consent, or (2) is negotiating with Landlord or has negotiated with Landlord during the six (6) month period immediately preceding the date Landlord receives Tenant's request for consent, to lease space in the Project; or (ii) Tenant publicly advertises the offering space for sublease at a starting Base Monthly Rent rate that is lower than Landlord's then current highest asking Base Monthly Rent rate for other space in the Project which is then on the market for direct lease or if no space is available in the Project, then not less than the fair market rent for such space; provided that, Tenant shall be allowed to sublease at a lower rate if not advertised publicly; or (iii) any one or more of the requirements described in (i) through (vi) of the prior sentence has not been met. In the event all or any one of the foregoing conditions are not satisfied (without limiting other factors that may be considered or conditions that may be imposed by Landlord in connection with a requested Transfer), Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall not hypothecate, mortgage, pledge or otherwise encumber Tenant’s interest in this Lease or the Premises or otherwise use the Lease as a security device in any manner without the consent of Landlord, (all of the foregoing being an “Hypothecation”) which consent Landlord may withhold in its sole and absolute discretion; provided, however, Landlord hereby acknowledges and agrees that, so long as Tenant is not in default hereunder, Tenant shall be permitted, with Landlord's reasonable consent, to pledge its interest in any personal property or trade fixtures located in the Premises in connection with the pledge of all or substantially all of its assets as part of any master credit facility. Tenant shall reimburse Landlord on demand for all reasonable costs that may be incurred by Landlord in connection with a Hypothecation, including legal costs incurred in connection with the granting or denial of any requested consent, not to exceed $3,500.00. Landlord’s consent to one or more Transfers or Hypothecations shall not operate to waive Tenant’s obligation to obtain Landlord’s consent to other Transfers or Hypothecations nor constitute consent to an assignment or other Transfer following foreclosure of any permitted lien, mortgage or other encumbrance. If Tenant is a corporation, limited liability company, unincorporated association, partnership or other legal entity, the sale, assignment, cancellation, surrender, exchange, conversion or any other transfer or hypothecation of any stock, membership or other ownership interest in such entity (whether occurring at one time or over a period of time) in the aggregate of more than fifty percent (50%) (determined cumulatively) shall be deemed an assignment of this Lease; in the case of a partnership, any withdrawal or substitution (whether occurring at one time or over a period of time) of any partners owning fifty percent (50%) or more (cumulatively) of the partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease; provided that, subject to Section 18.D below the foregoing provisions of this sentence shall not apply to (i) a transfer set forth in Section 18.E below, or (ii) a transfer of stock in a corporation whose stock is publicly traded on a public stock exchange. If Tenant is an entity, any sale of all or substantially all of its assets shall be deemed an assignment of this Lease, except pursuant to Section 18.
Appears in 1 contract
Samples: Lease Agreement (Cutera Inc)
Consent by Landlord. Except as specifically provided in this paragraph 21, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises without the express written consent of Landlord, which consent shall not unreasonably be withheld. In the event Tenant desires to assign this Lease or any interest therein herein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenant, such assignee or subtenant's most recent financial statements, and any additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current address of the proposed assignee/subtenant, (ii) current financial statements of the transferee covering the preceding three years, (iii) the nature of the proposed use of transferee’s business to be carried on in the Premises, rental rate (v) separate consideration for transfer of the leasehold interest, and (vi) a current financial statement; statement of Tenant. Landlord may condition its approval of any Transfer to a certification from both Tenant and upon request the proposed transferee of all consideration to Tenantbe paid to Tenant in connection with such Transfer. At Landlord’s request, Landlord Tenant shall be given also provide additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a thirty (30) day period of ten (10) days following receipt of all the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects to: (i) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, or (ii) to refuse consent, which consent shall not be unreasonably withheld or delayed. If Landlord should fail to notify Tenant in writing of such election within said ten (10) the 30-day period, Landlord shall be deemed to have elected option (iii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed sublease was to commence, and from such date forward, Base Monthly Rent and Tenant’s Allocable Share of all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. In the event Landlord elects option (ii) above, Landlord's ’s written consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld withheld, provided and upon the condition that: (i) the proposed assignee or delayed. subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iv) the amount of the aggregate rent to be paid by the proposed subtenant shall be the then current fair market value; (v) Tenant reimburses Landlord on demand for any costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any requested consent; and (vi) Tenant shall not advertise have advertised or publicize publicized in any way the availability of the Premises without prior notice to Landlord. In the event all or any one of the foregoing conditions are not satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent.
Appears in 1 contract
Samples: Lease Agreement (Circle Bancorp)
