Common use of Grant of Sublease Clause in Contracts

Grant of Sublease. If a Seller is unable to obtain a Property Third Party Consent from a Landlord for the transfer of a Transferred Leased Property the provisions of this paragraph 1.11 of Part 4 of Schedule 2 shall apply: 1.11.1 where a Lease permits a sublease to be granted without the requirement for any Property Third Party Consent from the Landlord, the Seller shall procure that the owner of the Transferred Property in question shall grant to the Purchaser a sublease of the Transferred Leased Property on the same rent and other terms and conditions as the Lease of the Transferred Leased Property with such changes as are appropriate and agreed between the Seller in relation to the Transferred Leased Property in question and the Purchaser acting reasonably and the term of the sublease shall be the term of such Lease less one day; and 1.11.2 where the Transferred Leased Property is held from a Landlord on terms which require the consent of the Landlord to: (i) the grant of a sublease; or (ii) the terms on which a sublease is granted, the Seller in relation to the Transferred Leased Property in question shall use all reasonable endeavours to obtain such consent (“Sublease Consent”) from such Landlord. Where the Seller is able to obtain the appropriate Sublease Consent (or, where applicable, the court of competent jurisdiction referred to in paragraph 1.12.1 of this Part 4 of Schedule 2 declares that the Sublease Consent has been unreasonably withheld or delayed), the Seller shall procure that the owner of the Transferred Property in question shall grant to the Purchaser a sublease of the Transferred Leased Property on the same rent and other terms and conditions as the Lease of the Transferred Leased Property with such changes as are appropriate and agreed between the Seller and the Purchaser acting reasonably and the term of the sublease shall be the term of such Lease less one day.

Grant of Sublease. If a Business Seller is unable to obtain a Property Third Party Consent from a Landlord for the transfer of a Transferred Leased Real Property the provisions of this paragraph 1.11 of Part 4 of Schedule 2 3 shall apply: 1.11.1 where a Lease permits a sublease to be granted without the requirement for any Property Third Party Consent from the Landlord, the relevant Business Seller shall procure that the owner of the Transferred Property in question shall grant to the Purchaser a sublease of the Transferred Leased Real Property on the same rent and other terms and conditions as the Lease of the Transferred Leased Real Property with such changes as are appropriate and agreed between the relevant Business Seller in relation to the Transferred Leased Property in question and the Purchaser acting reasonably and the term of the sublease shall be the term of such Lease less one day; and 1.11.2 where the Transferred Leased Real Property is held by the relevant Business Seller from a Landlord on terms which require the consent of the Landlord to: (i) the grant of a sublease; or (ii) the terms on which a sublease is granted, the Seller in relation to or the Transferred Leased Property in question relevant Business Seller shall use all reasonable endeavours to obtain such consent (“Sublease Consent”) from such Landlord. Where the relevant Business Seller is able to obtain the appropriate Sublease Consent (or, where applicable, the court of competent jurisdiction referred to in paragraph 1.12.1 of this Part 4 of Schedule 2 3 declares that the Sublease Consent has been unreasonably withheld or delayed), the relevant Business Seller shall procure that the owner of the Transferred Property in question shall grant to the Purchaser a sublease of the Transferred Leased Real Property on the same rent and other terms and conditions as the Lease of the Transferred Leased Real Property with such changes as are appropriate and agreed between the relevant Business Seller and the Purchaser acting reasonably and the term of the sublease shall be the term of such Lease less one day.

Grant of Sublease. If a Seller is Where, despite using all reasonable endeavours the Asset Transferor and the Purchaser are unable to obtain a Property Third Party Consent from a Landlord for the transfer of a Transferred Leased Group Transfer Property the provisions of this paragraph 1.11 1.13 of Part 4 3 of Schedule 2 8 shall apply: 1.11.1 1.13.1 where a the Lease for the Group Transfer Property permits a sublease to be granted without the requirement for any Property Third Party Consent from the Landlord, the Seller shall procure that the owner of the Transferred Property in question Asset Transferor shall grant to the Purchaser Transferee Group Company a sublease of the Transferred Leased Group Transfer Property on the same rent and other terms and conditions as the Lease of the Transferred Leased Group Transfer Property with such changes as are appropriate and agreed between the Seller in relation to the Transferred Leased Property in question Sellers and the Purchaser acting reasonably and the term of the sublease shall be the term of such Lease less one day; and 1.11.2 1.13.2 where the Transferred Leased Group Transfer Property is held by the Asset Transferor from a Landlord on terms which require the consent of the Landlord toLandlord: (i) to the grant of a sublease; or (ii) to the terms on which a sublease is granted, the Seller in relation to the Transferred Leased Property in question Sellers shall use all reasonable endeavours to obtain such consent (“Sublease Consent”) from such LandlordLandlord (at the Purchaser’s cost). Where the Seller Asset Transferor is able to obtain the appropriate Sublease Consent (or, where applicable, the court of competent jurisdiction referred to in paragraph 1.12.1 1.14.1 of this Part 4 3 of Schedule 2 8 declares that the Sublease Consent has been unreasonably withheld or delayed), the Seller shall procure that the owner of the Transferred Property in question Asset Transferor shall grant to the Purchaser relevant Transferee Group Company a sublease of the Transferred Leased Group Transfer Property on the same rent and other terms and conditions as the Lease of the Transferred Leased Group Transfer Property with such changes as are appropriate and agreed between the Asset Transferor, the Seller and the Purchaser acting reasonably and the term of the sublease shall be the term of such Lease less one day. 1.13.3 The Parties agree that the Landlord and Xxxxxx Xxx 0000 shall be excluded in respect of any sublease of the Group Transfer Properties which is entered into and: (i) The Purchaser hereby confirms that before the date of this Agreement:

Grant of Sublease. If a Seller is Where, despite using all reasonable endeavours the Business Transferors and the Purchaser are unable to obtain a Property Third Party Consent from a Landlord for the transfer of a Transferred Leased Business Assignment Property the provisions of this paragraph 1.11 1.13 of Part 4 6 of Schedule 2 3 shall apply: 1.11.1 1.13.1 where a the Lease for the Business Assignment Property permits a sublease to be granted without the requirement for any Property Third Party Consent from the Landlord, the Seller Business Transferors shall procure that the owner relevant member of the Transferred Property in question RBSG Group shall grant to the Purchaser a sublease of the Transferred Leased Business Assignment Property on the same rent and other terms and conditions as the Lease of the Transferred Leased Business Assignment Property with such changes as are appropriate and agreed between the Seller in relation to the Transferred Leased Property in question Business Transferors and the Purchaser acting reasonably and the term of the sublease shall be the term of such Lease less one day; and 1.11.2 1.13.2 where the Transferred Leased Business Assignment Property is held by the relevant member of the RBSG Group from a Landlord on terms which require the consent of the Landlord toLandlord: (i) to the grant of a sublease; or (ii) to the terms on which a sublease is granted, the Seller in relation to Business Transferors or the Transferred Leased Property in question relevant member of the RBSG Group and the Purchaser shall use all reasonable endeavours to obtain such consent (“Sublease Consent”) from such Landlord. Where the Seller relevant member of the RBSG Group is able to obtain the appropriate Sublease Consent (or, where applicable, the court of competent jurisdiction referred to in paragraph 1.12.1 1.14.1 of this Part 4 6 of Schedule 2 3 declares that the Sublease Consent has been unreasonably withheld or delayed), the Seller shall procure that the owner relevant member of the Transferred Property in question RBSG Group shall grant to the Purchaser a sublease of the Transferred Leased Business Assignment Property on the same rent and other terms and conditions as the Lease of the Transferred Leased Property Business Assignment with such changes as are appropriate and agreed between the Seller relevant member of the RBSG Group and the Purchaser acting reasonably and the term of the sublease shall be the term of such Lease less one day.

Grant of Sublease. If a Seller is unable to obtain a Property Third Party Consent from a Landlord A. Sublessor, for and in consideration of the transfer covenants and agreements herein contained on the part of a Transferred Leased Property the provisions of this paragraph 1.11 of Part 4 of Schedule 2 shall apply: 1.11.1 where a Lease permits a sublease Sublessee to be granted without performed and observed, hereby subleases and demises the requirement for Premises to Sublessee and Sublessee hereby takes from Sublessor the Premises, on the terms and conditions set forth herein. Sublessee acknowledges that it has inspected the Premises and has agreed to accept possession and occupancy of the Premises in the condition existing upon the effective date of the Prime Lease. The rights and interest of Sublessee under this Sublease are and shall be subject and subordinate to the Prime Lease and to all renewals, replacements and extensions thereof, and any Property Third Party Consent from mortgage or trust deed that Sublessor or Landlord may now or hereafter place upon the Premises, to any and all advances to be made thereunder and to the interest thereon. It is expressly understood and agreed that Sublessor does not assume and shall not have any of the obligations or liabilities of Landlord under the Prime Lease and that Sublessor is not making the representations or warranties, if any, made by Landlord in the Prime Lease. Neither the Landlord, the Seller Sublessor nor any of their Agents or other parties have made any promise, agreements, warranties or representations which have induced either Sublessee to enter into this transaction or otherwise, except as specifically set forth in this Agreement, if any. With respect to work, services, repairs and restoration or the performance of other obligations required by the Landlord under the Prime Lease, Sublessor's sole obligation with respect thereto shall procure that the owner of the Transferred Property in question shall grant be to the Purchaser a sublease of the Transferred Leased Property on request the same rent upon written request from Sublessee, and other terms and conditions as the Lease of the Transferred Leased Property with such changes as are appropriate and agreed between the Seller in relation to the Transferred Leased Property in question and the Purchaser acting reasonably and the term of the sublease shall be the term of such Lease less one day; and 1.11.2 where the Transferred Leased Property is held from a Landlord on terms which require the consent of the Landlord to: (i) the grant of a sublease; or (ii) the terms on which a sublease is granted, the Seller in relation to the Transferred Leased Property in question shall use all reasonable endeavours to obtain such consent (“Sublease Consent”) from such Landlord. Where the Seller is able efforts to obtain the appropriate same from Landlord. Sublessor shall not be liable in damages, nor shall rent abate hereunder, for or on account of xxx failure by Landlord to perform the obligations and duties imposed on it under the Prime Lease. Nothing contained in this Sublease Consent (or, where applicable, the court of competent jurisdiction referred to in paragraph 1.12.1 of this Part 4 of Schedule 2 declares that the Sublease Consent has been unreasonably withheld or delayed), the Seller shall procure that the owner of the Transferred Property in question shall grant to the Purchaser a sublease of the Transferred Leased Property on the same rent and other terms and conditions as the Lease of the Transferred Leased Property with such changes as are appropriate and agreed between the Seller and the Purchaser acting reasonably and the term of the sublease shall be the term construed to create privity of such Lease less one dayestate or contract between Sublessee and Landlord.

Grant of Sublease. If a Where, despite using all reasonable endeavours the Purchaser, the Asset Transferor and the Seller is are unable to obtain a Property Third Party Consent from a Landlord for the transfer of a Transferred Leased Purchaser Group Transfer Property the provisions of this paragraph 1.11 1.13 of Part 4 of Schedule 2 8 shall apply: 1.11.1 1.13.1 where a the Lease for the Sellers’ Group Transfer Property permits a sublease to be granted without the requirement for any Property Third Party Consent from the Landlord, the Seller Purchaser shall procure that the owner of the Transferred Property in question Asset Transferor shall grant to the Purchaser Transferee Group Company a sublease of the Transferred Leased Sellers’ Group Transfer Property on the same rent and other terms and conditions as the Lease of the Transferred Leased Sellers’ Group Transfer Property with such changes as are appropriate and agreed between the Seller in relation to the Transferred Leased Property in question Purchaser and the Purchaser Seller acting reasonably and the term of the sublease shall be the term of such Lease less one day; and 1.11.2 1.13.2 where the Transferred Leased Sellers’ Group Transfer Property is held by the Asset Transferor from a Landlord on terms which require the consent of the Landlord toLandlord: (i) to the grant of a sublease; or (ii) to the terms on which a sublease is granted, the Seller in relation to the Transferred Leased Property in question Purchaser shall use all reasonable endeavours to obtain such consent (“Sublease Consent”) from such LandlordLandlord (at the Sellers’ cost). Where the Seller Asset Transferor is able to obtain the appropriate Sublease Consent (or, where applicable, the court of competent jurisdiction referred to in paragraph 1.12.1 1.14.1 of this Part 4 of Schedule 2 8 declares that the Sublease Consent has been unreasonably withheld or delayed), the Seller Purchaser shall procure that the owner of the Transferred Property in question Asset Transferor shall grant to the Purchaser Transferee Group Company a sublease of the Transferred Leased Sellers’ Group Transfer Property on the same rent and other terms and conditions as the Lease of the Transferred Leased Sellers’ Group Transfer Property with such changes as are appropriate and agreed between the Seller Asset Transferor, the Purchaser and the Purchaser Sellers acting reasonably and the term of the sublease shall be the term of such Lease less one day. 1.13.3 The parties hereby agree that the Landlord and Tenant Act shall be excluded in respect of any sublease of any Sellers’ Group Transfer Property which is entered into and:

Grant of Sublease. If a Seller is unable to obtain a Property Third Party Consent from a Landlord for the transfer of a Transferred Leased Property the provisions of this paragraph 1.11 of Part 4 of Schedule 2 shall apply: 1.11.1 where a Lease permits a sublease to be granted without the requirement for any Property Third Party Consent from the Landlord, the Seller shall procure that the owner of the Transferred Property in question shall grant to the Purchaser a sublease of the Transferred Leased Property on the same rent and other terms and conditions as the Lease of the Transferred Leased Property with such changes as are appropriate and agreed between the Seller in relation to the Transferred Leased Property in question and the Purchaser acting reasonably and the term of the sublease shall be the term of such Lease less one day; and 1.11.2 where the Transferred Leased Property is held from a Landlord on terms which require the consent of the Landlord to: (i) the grant of a sublease; or (ii) the terms on which a sublease is granted, 152 the Seller in relation to the Transferred Leased Property in question shall use all reasonable endeavours to obtain such consent (“Sublease Consent”) from such Landlord. Where the Seller is able to obtain the appropriate Sublease Consent (or, where applicable, the court of competent jurisdiction referred to in paragraph 1.12.1 of this Part 4 of Schedule 2 declares that the Sublease Consent has been unreasonably withheld or delayed), the Seller shall procure that the owner of the Transferred Property in question shall grant to the Purchaser a sublease of the Transferred Leased Property on the same rent and other terms and conditions as the Lease of the Transferred Leased Property with such changes as are appropriate and agreed between the Seller and the Purchaser acting reasonably and the term of the sublease shall be the term of such Lease less one day.