Landlord Consent. If Landlord shall not exercise its option to terminate this Lease pursuant to Section 13.03(b) above, except as set forth in Section 13.13, Landlord shall not unreasonably delay, condition or withhold its consent to the proposed assignment or subletting referred to in Tenant’s Offer Notice, provided that the following further conditions shall be fulfilled: (a) The Demised Premises shall not, without Landlord’s prior consent, have been listed or otherwise publicly advertised for assignment or subletting at a rental less than the Fixed Rent and Additional Rent. However, this shall not be deemed to prohibit Tenant from negotiating or consummating a sublease at a lower rental if Tenant shall first have offered to sublet the space involved to Landlord for the same rent and term by notice given with or after Tenant’s request for consent to the subletting or assignment. Landlord may accept such offer within thirty (30) days from receipt of such request for consent or twenty (20) days after receipt of the offer, whichever is later; (b) Tenant shall not then be in default hereunder beyond the time herein provided, if any, to cure such default; (c) The proposed assignee or subtenant shall have a financial standing, be of a character, be engaged in a business, and propose to use the Demised Premises in a manner consistent with the extent of the obligations undertaken by the proposed assignee or subtenant; (d) No subletting shall end later than one (1) day before the Expiration Date of this Lease or shall be for a term of less than two (2) years unless it commences less than two (2) years before the Expiration Date; (e) There should be no more than three (3) subtenants in the Demised Premises; (f) Tenant shall reimburse Landlord on demand for any actual costs that may be incurred by Landlord in connection with said assignment or sublease, including, without limitation, 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 (g) The proposed assignee or subtenant is engaged in a business and the Demised Premises will be used in a manner, which is limited to the Permitted Use.
Appears in 4 contracts
Samples: Lease Agreement (GTJ REIT, Inc.), Lease Agreement (GTJ REIT, Inc.), Lease Agreement (GTJ REIT, Inc.)
Landlord Consent. If The consent by Landlord to any assignment or subletting shall not exercise its option be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to terminate be performed by Tenant under this Lease nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 7.1 hereof, as applicable, with respect to any subsequent assignment or subletting. Excluding the transfers described in Section 7.3, Tenant further agrees to submit any and all instruments of assignment and sublease to Landlord (other than with regard to Affiliates) at least ten (10) days in advance for Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed but which instruments, as an express condition precedent to Landlord’s prior approval, shall provide that (i) such sublease or assignment is subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof, (ii) such assignee or sublessee shall conduct a business in the Premises that is a Permitted Use pursuant to Section 13.03(bArticle 6 of this Lease, (iii) abovein the case of an assignment, except such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder arising after the effective date of the assignment, (iv) in the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee, (v) Landlord’s consent to such assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and (vi) Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as set forth limiting or waiving Landlord’s right, under this Article 7, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease. With respect to any written request from Tenant for an assignment, sublease or transfer of any interest in Section 13.13this Lease, Landlord shall not unreasonably delay, condition or withhold its consent respond to the proposed assignment or subletting referred to in Tenant’s Offer Notice, provided that the following further conditions shall be fulfilled:
(a) The Demised Premises shall not, without written request for Landlord’s prior consent, have been listed or otherwise publicly advertised for assignment or subletting at a rental less than the Fixed Rent and Additional Rent. However, this shall not be deemed to prohibit Tenant from negotiating or consummating a sublease at a lower rental if Tenant shall first have offered to sublet the space involved to Landlord for the same rent and term by notice given with or after Tenant’s request for consent to the subletting or assignment. Landlord may accept such offer thereto within thirty ten (3010) days from of Landlord’s receipt of such request for consent or twenty request. Failure to respond within such ten (20) days after receipt of the offer, whichever is later;
(b) Tenant shall not then be in default hereunder beyond the time herein provided, if any, to cure such default;
(c) The proposed assignee or subtenant shall have a financial standing, be of a character, be engaged in a business, and propose to use the Demised Premises in a manner consistent with the extent of the obligations undertaken by the proposed assignee or subtenant;
(d) No subletting shall end later than one (110) day before the Expiration Date of this Lease or period shall be for a term deemed approval of less than two (2) years unless it commences less than two (2) years before the Expiration Date;
(e) There should be no more than three (3) subtenants in the Demised Premises;
(f) Tenant shall reimburse Landlord on demand for any actual costs that may be incurred by Landlord in connection with said assignment such assignment, sublease or sublease, including, without limitation, 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
(g) The proposed assignee or subtenant is engaged in a business and the Demised Premises will be used in a manner, which is limited to the Permitted Usetransfer.
Appears in 2 contracts
Samples: Lease Agreement (Fisher Communications Inc), Purchase and Sale Agreement (Fisher Communications Inc)
Landlord Consent. If Landlord shall not exercise its option to terminate this Lease pursuant to Section 13.03(b) above, except as set forth in Section 13.13, Landlord shall not unreasonably delay, condition or withhold its consent Notwithstanding anything to the proposed assignment or subletting referred to in Tenant’s Offer Notice, provided that the following further conditions shall be fulfilled:
(a) The Demised Premises shall not, without Landlord’s prior consent, have been listed or otherwise publicly advertised for assignment or subletting at a rental less than the Fixed Rent and Additional Rent. Howevercontrary herein, this Assignment shall not be effective until Landlord has signed and delivered to Assignor and Assignee Landlord’s written consent to this Assignment (the “Consent”) pursuant to a consent in form and content mutually agreeable to Landlord, Assignor and Assignee, which form and content shall be deemed to prohibit Tenant from negotiating or consummating a sublease at a lower rental if Tenant shall first have offered to sublet be mutually agreeable upon Landlord’s, Assignor’s and Assignee’s execution and delivery of the space involved to Consent. In the event, for any reason whatsoever, the Consent is not delivered by Landlord for the same rent and term by notice given with or after Tenant’s request for consent to the subletting or assignment. Landlord may accept such offer within thirty (30) days from receipt after the execution of this Assignment by Assignor and Assignee, Assignor and Assignee each shall have the right, in its sole and absolute discretion, until such request for consent or twenty (20) days after receipt time as Landlord delivers the Consent, to terminate this Assignment by providing written notice to the other, in which case this Assignment shall automatically terminate and neither party shall owe any obligation to the other party. For avoidance of doubt, unless waived by Assignor and Assignee by their execution and delivery of the offerConsent, whichever is later;
(b) Tenant the Consent shall not then be in default hereunder beyond deemed given unless Landlord agrees, amongst other terms and conditions that (i) Landlord consents to the time herein provided, if any, to cure such default;
(c) The proposed assignee or subtenant shall have a financial standing, be of a character, be engaged in a business, and propose to use the Demised Premises in a manner consistent with the extent reduction of the obligations undertaken by Security Deposit; (ii) Landlord consents to the proposed assignee or subtenant;
assignment of the right to exercise the Extension Right; (diii) No subletting shall end later than one (1) day before the Expiration Date of this Lease or Landlord agrees that Assignor shall be for a term of less than two released from all liability and obligations under the Lease during the Extension Term; (2iv) years unless it commences less than two (2) years before the Expiration Date;
(e) There should be no more than three (3) subtenants Landlord confirms and agrees in the Demised Premises;
Consent that neither Assignor nor Assignee shall be required to remove any improvements present as of the Effective Date; and (fv) Tenant shall reimburse Landlord on demand for any actual costs that may be incurred by Landlord in connection with said assignment or sublease, including, without limitation, the costs of making investigations as consents to the acceptability prepayment of the proposed assignee or subtenant, and legal costs incurred in connection with outstanding principal balance of the granting of any requested consent; and
(g) The proposed assignee or subtenant is engaged in a business and the Demised Premises will be used in a manner, which is limited to the Permitted UseRemaining TI Rent.
Appears in 2 contracts
Samples: Assignment and Assumption of Lease (Vaxcyte, Inc.), Assignment and Assumption of Lease (Codexis, Inc.)
Landlord Consent. If Landlord shall not exercise its option The Seller Parties and the Purchaser agree to terminate this Lease pursuant make good faith efforts to Section 13.03(b) above, except as set forth obtain the Consent of each Third Party under the agreements listed in Section 13.13, Landlord shall not unreasonably delay, condition or withhold its consent 1 below prior to the proposed assignment or subletting referred to Closing Date and, if so requested by the Purchaser in Tenant’s Offer Noticeits sole discretion, such later date as determined by the Purchaser in its sole discretion; provided that in no event shall the following further conditions Purchaser be required to agree to pay any amounts to any Third Party to obtain the applicable Consent. In the event that, prior to the Closing Date or such later date as determined by the Purchaser in its sole discretion, the Seller Parties and the Purchaser are able to obtain the Consent of a Third Party, the terms of which are satisfactory to the Purchaser in its sole discretion (including approval by the Purchaser, in its sole discretion, of any amounts payable to such Third Party (including, for the avoidance of doubt, any incremental increase in rent or storage and handling costs)), the Purchaser shall be fulfilled:
(a) The Demised Premises shall not, without Landlord’s prior consent, have been listed or otherwise publicly advertised responsible for assignment or subletting at a rental less than the Fixed Rent and Additional Rent. However, this shall not be deemed to prohibit Tenant from negotiating or consummating a sublease at a lower rental if Tenant shall first have offered to sublet the space involved to Landlord for the same rent and term by notice given with or after Tenant’s request for consent paying such amounts to the subletting or assignmentapplicable Third Party. Landlord may accept such offer within thirty (30) days from receipt In the event that prior to the Closing Date or, if the Purchaser in its sole discretion elects to continue to seek the Consent of such request for consent or twenty (20) days after receipt Third Party following the Closing Date, such later date as determined by the Purchaser in its sole discretion, the Seller Parties and the Purchaser are unable to obtain the Consent of the offerapplicable Third Party, whichever the terms of which are satisfactory to the Purchaser in its sole discretion, notwithstanding anything contained in this Agreement to the contrary, RBS and Sempra Energy shall be solely responsible for, and shall (on a several basis in accordance with their respective Indemnity Share) pay and discharge, and reimburse the Purchaser and its Affiliates for, any and all fees, costs, payments, expenses, penalties, relocation costs, breakage costs and all other Damages relating to or arising from the failure to obtain or in connection with obtaining such Consent (except to the extent that the failure to obtain such Consent is later;
(b) Tenant shall not then be in default hereunder beyond the time herein provideddetermined by a final, if any, to cure such default;
(c) The proposed assignee or subtenant shall have a financial standing, be non-appealable order of a character, court of competent jurisdiction (a “Final Determination”) to be engaged in a business, and propose the result of the Purchaser’s failure to use the Demised Premises in a manner make good faith efforts consistent with the extent of the obligations undertaken by the proposed assignee or subtenant;
(d) No subletting shall end later than one (1) day before the Expiration Date terms of this Lease or Schedule 7.3(b)(iii), but subject to Purchaser’s right to determine in its sole discretion whether the terms of any Consent are satisfactory). The Seller Parties and the Purchaser agree to provide notice to each Third Party under the agreements listed in Section 2 below (the “Notice Leases”) prior to the Closing Date, which notice shall be for in a term of less than two (2) years unless it commences less than two (2) years before the Expiration Date;
(e) There should be no more than three (3) subtenants in the Demised Premises;
(f) Tenant shall reimburse Landlord on demand for any actual costs that may be incurred by Landlord in connection with said assignment or sublease, including, without limitation, the costs of making investigations as form reasonably acceptable to the acceptability Seller Parties and the Purchaser. In the event that, at any time prior to, or within six (6) months following the Closing Date, any Third Party that is a party to a Notice Lease makes any assertion or claim in writing (including by facsimile or email) to the Seller Parties or to the Purchaser (and the Purchaser promptly provides a copy thereof to RBS and Sempra Energy), or the Purchaser certifies in writing (in accordance with Section 10.4 of the proposed assignee this Agreement) to RBS and Sempra Energy that such Third Party has asserted or subtenantclaimed, and legal costs incurred that such Third Party’s Consent is required under such Notice Lease in connection with the granting change in ownership of the tenant in connection with the transactions contemplated by this Agreement (a “Consent Claim”; and such Third Party an “Objecting Third Party”), the Seller Parties and the Purchaser shall make good faith efforts to obtain such Consent from such Objecting Third Party as promptly as possible and in any event prior to the date that is six (6) months following the later of the Closing Date and the date on which such Consent Claim is received or, if the Purchaser in its sole discretion elects to continue to seek the Consent of such Objecting Third Party following such six (6) month period, such later date as determined by the Purchaser in its sole discretion (the date until which such parties will seek such Consent being the “Consent Efforts End Date” with respect to such Notice Lease). In the event that, prior to the relevant Consent Efforts End Date, the Seller Parties and the Purchaser are able to obtain the Consent of such Objecting Third Party, the terms of which are satisfactory to the Purchaser in its sole discretion (including approval by the Purchaser, in its sole discretion, of any requested consent; and
amounts payable to such Objecting Third Party (g) The proposed assignee including, for the avoidance of doubt, any incremental increase in rent or subtenant is engaged in a business storage and handling costs)), the Purchaser shall be responsible for paying such amounts to such Objecting Third Party. In the event that prior to the relevant Consent Efforts End Date, the Seller Parties and the Demised Premises will be used in a mannerPurchaser are unable to obtain the Consent of such Objecting Third Party, the terms of which is limited are satisfactory to the Permitted UsePurchaser in its sole discretion, notwithstanding anything contained in this Agreement to the contrary, RBS and Sempra Energy shall be solely responsible for, and shall (on a several basis in accordance with their respective Indemnity Share) pay and discharge, and reimburse the Purchaser and its Affiliates for, any and all fees, costs, payments, expenses, penalties, relocation costs, breakage costs and all other Damages relating to or arising from the failure to obtain or in connection with obtaining such Consent (except to the extent that the failure to obtain such Consent is determined by a Final Determination to be the result of the Purchaser’s failure to make good faith efforts consistent with the terms of this Schedule 7.3(b)(iii), but subject to Purchaser’s right to determine in its sole discretion whether the terms of any Consent are satisfactory). For the avoidance of doubt, the Seller Parties shall not have any liability to the Purchaser under this Agreement in respect of any Notice Lease as a result of any failure to seek or obtain a consent under such Notice Lease if the relevant Third Party does not make a Consent Claim prior to, or within six (6) months following, the Closing Date. In no event shall the Seller Parties’ aggregate liability in connection with this Schedule 7.3(b)(iii) exceed $6,000,000.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Royal Bank of Scotland Group PLC)
Landlord Consent. If Landlord shall Except as expressly permitted by this Section 18, Tenant may not exercise its option to terminate assign or encumber this Lease pursuant or its interest in the Premises arising under this Lease, and may not sublet all or any part of the Premises and may not grant any license, concession or other right of use or occupancy to Section 13.03(bany party other than Tenant (together, a “Transfer”) abovewithout first obtaining the written consent of Landlord. Landlord agrees not to unreasonably withhold, except as set forth in Section 13.13delay or condition its approval of any proposed Transfer to any proposed tenant. In making Landlord’s determination to approve or disapprove a proposed Transfer hereunder, Landlord shall not unreasonably delay, condition or and Tenant agree that Landlord may withhold its consent to the any proposed assignment or subletting referred to in Tenant’s Offer NoticeTransfer, provided that the following further conditions shall be fulfilled:
(a) The Demised Premises shall not, without Landlord’s prior consent, have been listed or otherwise publicly advertised for assignment or subletting at a rental less than the Fixed Rent and Additional Rent. However, this shall such withholding of consent by Landlord will not be deemed to prohibit Tenant from negotiating be unreasonable (1) if the proposed use of the Premises by such assignee or consummating a sublease at a lower rental if Tenant shall first have offered to sublet the space involved to Landlord for the same rent subtenant is not consistent with and term by notice given with or after Tenant’s request for consent comparable to the subletting use of comparable premises in Comparable Buildings or assignment. Landlord may accept such offer within thirty is not permitted by or would contravene any provision of this Lease, including without limitation, Sections 1.e and 4.a, or (302) days from receipt of such request for consent or twenty (20) days after receipt of if the offer, whichever is later;
(b) Tenant shall not then be in default hereunder beyond the time herein provided, if any, to cure such default;
(c) The proposed assignee or subtenant shall have be a financial standinggovernment subdivision or agency, be of or a characterperson or entity who enjoys a diplomatic or sovereignty immunity, be engaged in a business, and propose to use the Demised Premises in a manner consistent with the extent of the obligations undertaken by the proposed assignee or subtenant;
(d) No subletting shall end later than one (1) day before the Expiration Date of this Lease or shall be for a term of less than two (2) years unless it commences less than two (2) years before the Expiration Date;
(e) There should be no more than three (3) subtenants in the Demised Premises;
(f) Tenant shall reimburse Landlord on demand for any actual costs that may be incurred by Landlord in connection with said assignment or sublease, including, without limitation, 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
(g) The proposed assignee or subtenant is engaged in an existing tenant of the Building or a business and party with whom Landlord is currently negotiating, or (4) if the Demised Premises will proposed sublease shall purport to be used in for a mannerterm, including renewal options, which will continue after the expiration of the Lease Term, or (5) if the proposed Transfer contains terms or provisions which are in conflict with the rights and benefits granted or reserved to Landlord under this Lease, or (6) if, in the case of a proposed assignment, the financial condition of the proposed assignee is limited not such as would provide Landlord with reasonable assurance that such proposed assignee shall be able to perform its obligations under this Lease as such obligations become due; provided, however, that if the Permitted Useproposed assignee has a minimum tangible net worth as determined by generally accepted accounting principles of at least $100,000,000.00, such proposed assignee’s financial condition shall be deemed acceptable to Landlord, or (7) if Tenant is in default under this Lease. It is understood and agreed that the reasons outlined above in the preceding sentence shall not be an exclusive list of reasonable bases upon which Landlord may withhold its consent. One consent shall not be the basis for any further consent.
Appears in 1 contract
Landlord Consent. If Landlord hereby consents to Tenant’s grant or conveyance of a mortgage, deed of trust, lien or other encumbrance (a “Leasehold Mortgage”) of the leasehold interest or other estate created by this Lease, in favor of Xxxxxxx Xxxxx Specialty Lending Group, L.P., as agent for certain lenders (together with their respective successors and assigns, “Leasehold Mortgagee”) and recording or filing of the same along with a memorandum of lease or other evidence of Tenant’s estate in the real property records where Leased Premises is located, as security for certain loans and other financial accommodations made to Tenant or its affiliates, together with a lien on or security interest in all of Tenant’s right, title, and interest in and to Tenant’s equipment, personal property and trade fixtures that now or hereafter may constitute a part of the leasehold improvements, title to which are vested in Tenant or which may be located at or on the Leased Premises (collectively, the “Pledged Collateral”), and Tenant’s pledge of the equity or ownership interests of Tenant (the “Equity Pledge”) in favor of Leasehold Mortgagee; provided, however, Leasehold Mortgagee hereby acknowledges and agrees that Leasehold Mortgagee shall have no security interest nor any other interest or rights in Landlord’s fee interest in the Leased Premises, and Leasehold Mortgagee hereby waives and relinquishes any such interests and rights. The Pledged Collateral shall not exercise its option include the Improvements, other improvements, seats, seat stanchions, fixtures, or building systems. Landlord’s foregoing consent shall not be deemed consent to terminate any further lien or encumbrance of this Lease pursuant and if Tenant seeks to Section 13.03(b) abovegrant any such further lien or encumbrance, except as it must first obtain Landlord’s consent on the terms and conditions set forth in Section 13.13this Lease, Landlord which consent shall not be unreasonably delaywithheld, condition conditioned or withhold delayed. Any Leasehold Mortgagee may enforce its rights under the Leasehold Mortgage and acquire title to Tenant’s leasehold estate in any lawful way, and pending foreclosure of such Leasehold Mortgage, may take possession of and rent the Leased Premises after accepting assignment of and assuming Tenant’s obligations under this Lease and curing any Tenant default then existing under this Lease, and upon foreclosure or conveyance in lieu of foreclosure thereof may, subject to written consent of Landlord, sell and assign Tenant’s leasehold estate by assignment in which the assignee shall expressly assume and agree to observe and perform all the covenants, duties and obligations of Tenant herein in this Lease, whenever arising or accruing. Upon any such assignment, the Leasehold Mortgagee shall have no liability under this Lease for obligations arising after said assignment. Leasehold Mortgagee shall be liable to perform the obligations herein imposed on Tenant only during the period such person has possession or ownership of the leasehold estate. Nothing contained in the Leasehold Mortgage shall release or be deemed to relieve Tenant from full and faithful observance and performance of its covenants herein contained or from any liability for the nonobservance or nonperformance thereof, nor be deemed to constitute a waiver of any rights of Landlord, and the terms, covenants and conditions of this Lease shall control in case of any conflict with the provisions of the Leasehold Mortgage. Landlord acknowledges that Tenant’s equity interests are being encumbered pursuant to the proposed assignment or subletting referred to Equity Pledge and that Leasehold Mortgagee is the beneficiary thereunder and that in Tenant’s Offer Notice, provided that the following further conditions its capacity as a pledgee shall be fulfilled:
(a) The Demised Premises granted a collateral assignment in and to all rights of the pledged interests and all distributions and profits in connection therewith, and Leasehold Mortgagee and its successors and assigns shall not, be entitled to assign its respective rights with respect to the Equity Pledge and the pledged interests to any successor or assignee without Landlord’s prior consent; provided, have been listed however, that in no event shall any such encumbrance upon, or otherwise publicly advertised for collateral assignment of, Tenant’s equity interests ever affect or subletting at a rental less than diminish the Fixed Rent right of Landlord to receive, or excuse the payment of, rentals and Additional Rentother obligations of Tenant under this Lease. HoweverFurther, promptly upon the termination of this shall not be deemed to prohibit Tenant from negotiating or consummating a sublease at a lower rental if Lease, Tenant shall first have offered use its commercially reasonable efforts to sublet cause Leasehold Mortgagee to execute and record in the space involved real estate records of both Los Angeles and San Bernardino County a Substitution of Trustee and Full Reconveyance with respect to Landlord for the same rent and term by notice given with any Leasehold Mortgage affecting all or after Tenant’s request for consent to the subletting or assignment. Landlord may accept such offer within thirty (30) days from receipt of such request for consent or twenty (20) days after receipt any portion of the offer, whichever is later;
(b) Tenant shall not then be in default hereunder beyond the time herein provided, if any, to cure such default;
(c) The proposed assignee or subtenant shall have a financial standing, be of a character, be engaged in a business, and propose to use the Demised Premises in a manner consistent with the extent of the obligations undertaken by the proposed assignee or subtenant;
(d) No subletting shall end later than one (1) day before the Expiration Date of this Lease or shall be for a term of less than two (2) years unless it commences less than two (2) years before the Expiration Date;
(e) There should be no more than three (3) subtenants in the Demised Leased Premises;
(f) Tenant shall reimburse Landlord on demand for any actual costs that may be incurred by Landlord in connection with said assignment or sublease, including, without limitation, 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
(g) The proposed assignee or subtenant is engaged in a business and the Demised Premises will be used in a manner, which is limited to the Permitted Use.
Appears in 1 contract
Samples: Lease Agreement
Landlord Consent. Notwithstanding anything to the contrary contained in this Sublease, this Sublease is subject to and contingent upon Landlord’s written consent to this Sublease in accordance with the Master Lease (the “Consent”), which Sublandlord shall attempt to obtain with commercially reasonable diligence, at its sole cost and expense, by no later than January 22, 2018. Sublandlord acknowledges that Subtenant may decline to execute any proposed Consent, and at Subtenant’s option, the Consent shall be deemed not to have been delivered, in which Landlord does not (1) conceptually consent (subject to final review and approval of the specific plans therefor) to the installation by Subtenant of (x) Subtenant’s proposed security system as described in Section 5(d) above and (y) the Modular Offices in accordance with Section 14(b)(i) (2) approve of the Term of this Sublease as it may be extended in accordance with Section 2(a) above and (3) inform Subtenant if the Modular Offices will need to be removed at the end of the Term of this Sublease. If Landlord shall a fully executed Consent is not exercise its option delivered by Landlord, or is deemed not to have been delivered in accordance with this Section 26 above (a “Deemed Consent Failure”), by January 31, 2018, then either party hereto will have the right to terminate this Lease Sublease by providing written notice to the other any time prior to the delivery by Landlord to Sublandlord and Subtenant of a fully executed Consent (provided, however, that Sublandlord’s ability to terminate this Sublease pursuant to Section 13.03(bthe provisions of this sentence shall be conditioned upon Sublandlord having used diligent good faith efforts to obtain the Consent from Landlord) aboveand, except as set forth in Section 13.13upon such termination, Landlord this Sublease shall automatically become null and void and of no further force and effect and Sublandlord and Subtenant shall have no further obligations or liabilities hereunder. Notwithstanding anything to the contrary contained herein, Sublandlord shall not unreasonably delay, condition or withhold its consent have the right to terminate this Sublease in accordance with this Section 26 in the proposed assignment or subletting referred to in Tenant’s Offer Notice, provided that the following further conditions shall be fulfilled:
(a) The Demised Premises shall not, without Landlord’s prior consent, have been listed or otherwise publicly advertised for assignment or subletting at a rental less than the Fixed Rent and Additional Rent. However, this shall not be deemed to prohibit Tenant from negotiating or consummating a sublease at a lower rental if Tenant shall first have offered to sublet the space involved to Landlord for the same rent and term by notice given with or after Tenant’s request for consent to the subletting or assignment. Landlord may accept such offer within thirty (30) days from receipt of such request for consent or twenty (20) days after receipt of the offer, whichever is later;
(b) Tenant shall not then be in default hereunder beyond the time herein provided, if any, to cure such default;
(c) The proposed assignee or subtenant shall have a financial standing, be event of a character, be engaged in a business, and propose to use the Demised Premises in a manner consistent with the extent of the obligations undertaken by the proposed assignee or subtenant;
(d) No subletting shall end later than one (1) day before the Expiration Date of this Lease or shall be for a term of less than two (2) years unless it commences less than two (2) years before the Expiration Date;
(e) There should be no more than three (3) subtenants in the Demised Premises;
(f) Tenant shall reimburse Landlord on demand for any actual costs that may be incurred by Landlord in connection with said assignment or sublease, including, without limitation, 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
(g) The proposed assignee or subtenant is engaged in a business and the Demised Premises will be used in a manner, which is limited to the Permitted UseDeemed Consent Failure.
Appears in 1 contract
Samples: Sublease (Solid Biosciences Inc.)
Landlord Consent. If Landlord Except as provided in Section 17b below, Tenant may not assign or encumber this Lease or its interest in the Premises arising under this Lease, and may not sublet all or any part of the Premises, without first obtaining the written consent of Landlord, which consent shall not exercise its option be withheld unreasonably. Factors which Landlord may consider in deciding whether to terminate this Lease pursuant consent to Section 13.03(ban assignment or sublease include (without limitation), (i) abovethe creditworthiness of the assignee or sublessee, except as set forth (ii) the proposed use of the Premises, (iii) whether there is other vacant space in Section 13.13the Building, (iv) whether the assignee or sublessee will vacate other space owned by Landlord, (v) whether Landlord is negotiating with the proposed sublessee or assignee for a lease of other space owned by Landlord, and (vi) any renovations to the Premises or special services required by the assignee or sublessee. Landlord will not consent to an assignment or sublease that might result in a use that conflicts with the rights of any existing tenant. One consent shall not unreasonably delay, condition or withhold its consent to be the proposed assignment or subletting referred to in Tenant’s Offer Notice, provided that the following basis for any further conditions consent. The term "assignment" shall be fulfilled:
defined and deemed to include the following: (a) if Tenant is a partnership, the withdrawal or change, whether voluntary, involuntary or by operation of law, of partners owning 30% or more of the partnership, or the dissolution of the partnership; (b) if Tenant consists of more than one person, an assignment, whether voluntary, involuntary, or by operation of law, by one person to one of the other persons that is a Tenant; (c) if Tenant is a corporation, any dissolution or reorganization of Tenant, or the sale or other transfer of a controlling percentage (hereafter defined) of capital stock of Tenant other than to an affiliate or subsidiary or the sale of more than 50% in value of the assets of Tenant; and (d) if Tenant is a limited liability company, the change of members whose interest in the company is more than 50%. The Demised Premises shall notphrase "controlling percentage" means the ownership of, without Landlordand the right to vote, stock possessing more than 50% of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors, or such lesser percentage as is required to provide actual control over the affairs of the corporation; except that, if the Tenant is a publicly traded company, public trades or sales of the Tenant’s prior consent, have been listed or otherwise publicly advertised for assignment or subletting at stock on a rental less than the Fixed Rent and Additional Rent. However, this national stock exchange shall not be deemed to prohibit Tenant from negotiating or consummating a sublease at a lower rental considered an assignment hereunder even if Tenant shall first have offered to sublet the space involved to Landlord for the same rent and term by notice given with or after Tenant’s request for consent to the subletting or assignment. Landlord may accept such offer within thirty (30) days from receipt of such request for consent or twenty (20) days after receipt aggregate of the offer, whichever is later;
(b) Tenant shall not then be in default hereunder beyond the time herein provided, if any, to cure such default;
(c) The proposed assignee or subtenant shall have a financial standing, be trades of a character, be engaged in a business, and propose to use the Demised Premises in a manner consistent with the extent sales exceeds 50% of the obligations undertaken by the proposed assignee or subtenant;
(d) No subletting shall end later than one (1) day before the Expiration Date of this Lease or shall be for a term of less than two (2) years unless it commences less than two (2) years before the Expiration Date;
(e) There should be no more than three (3) subtenants in the Demised Premises;
(f) Tenant shall reimburse Landlord on demand for any actual costs that may be incurred by Landlord in connection with said assignment or sublease, including, without limitation, the costs of making investigations as to the acceptability capital stock of the proposed assignee or subtenant, and legal costs incurred in connection with the granting of any requested consent; and
(g) The proposed assignee or subtenant is engaged in a business and the Demised Premises will be used in a manner, which is limited to the Permitted Usecompany.
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Landlord Consent. If Landlord shall not exercise its option to terminate during the Term of this Lease, Tenant contemplates utilizing Hazardous Materials (or subleasing or assigning this Lease pursuant to Section 13.03(b) abovea subtenant or assignee who utilizes Hazardous Materials), except as set forth in Section 13.13Tenant shall obtain the prior written consent of Landlord. As a condition of granting such consent, Landlord shall not unreasonably delaymay require, condition or withhold its consent to the proposed assignment or subletting referred to in Tenant’s Offer Noticeamong other things, provided that the following further conditions shall be fulfilled:
(a) The Demised Premises shall not, without Landlord’s prior consent, have been listed or otherwise publicly advertised such substances be of the type customarily used in offices and be used and maintained only in such quantities as are reasonably necessary for assignment or subletting at a rental less than the Fixed Rent Permitted Use and Additional Rent. However, this in strict accordance with applicable Environmental Laws and manufacturer instructions therefor; (b) such substances shall not be deemed disposed of, released or discharged on the Project and shall be transported to prohibit Tenant and from negotiating or consummating a sublease at a lower rental if Tenant the Premises in compliance with all applicable Environmental Laws and as Landlord shall first have offered to sublet the space involved to Landlord for the same rent and term by notice given with or after Tenant’s request for consent to the subletting or assignment. Landlord may accept such offer within thirty (30) days from receipt of such request for consent or twenty (20) days after receipt of the offer, whichever is later;
(b) Tenant shall not then be in default hereunder beyond the time herein provided, if any, to cure such default;
reasonably require; (c) The proposed assignee any remaining such substances shall be completely, properly and lawfully removed from the Premises, the Building and the Project upon expiration or subtenant shall have a financial standing, be earlier termination of a character, be engaged in a business, and propose to use the Demised Premises in a manner consistent with the extent of the obligations undertaken by the proposed assignee or subtenant;
this Lease; (d) No subletting such use shall end later than one not constitute a nuisance, danger or health risk to or disrupt the business of any other occupant of the Building or the Project; and (e) Tenant carry environmental insurance acceptable to Landlord, meeting the requirements of Sections 18.2 and 18.3, and naming Landlord as an additional insured. If any applicable Environmental Law or other ordinance or Landlord’s trash removal contractor requires that any such substances be disposed of separately from ordinary trash, Tenant shall make arrangements, at Tenant’s expense, for such disposal directly with a qualified and licensed disposal company at a lawful disposal site and shall ensure that such disposal occurs frequently enough to prevent unnecessary storage of such substances on the Premises. At such times as Landlord may reasonably request, Tenant shall provide Landlord with a written list identifying any Hazardous Materials then used, stored or maintained upon the Premises, the use and approximate quantity of each such material, a copy of any Material Safety Data Sheet (“MSDS”) issued by the manufacturer thereof, written information concerning the removal, transportation, and disposal of the same, and such other information as Landlord may reasonably require or as may be required by Environmental Laws. Landlord, at its option, and at Tenant’s expense, may cause an engineer selected by Landlord, to review (1) day before the Expiration Date of this Lease or shall be for a term of less than two (2) years unless it commences less than two (2) years before the Expiration Date;
(e) There should be no more than three (3) subtenants in the Demised Premises;
(f) Tenant shall reimburse Landlord on demand for any actual costs that may be incurred by Landlord in connection with said assignment or sublease, Tenant’s operations including, without limitation, materials used, generated, stored, disposed, and manufactured in Tenant’s business; and (2) Tenant’s compliance with terms of this Section. Tenant shall provide the costs of making investigations as engineer with such information reasonably requested by the engineer to complete the acceptability review. The first such review may occur prior to or shortly following the commencement of the proposed assignee or subtenantTerm of this Lease. Thereafter, and legal costs incurred in connection with the granting of any requested consent; and
(g) The proposed assignee or subtenant is engaged in a business and the Demised Premises will be used in a manner, which is limited to the Permitted Usesuch review shall not occur more frequently than once each year unless cause exists for some other review schedule.
Appears in 1 contract
Samples: Office Lease (Quality Systems Inc)
Landlord Consent. (a) If, pursuant to the terms of this Lease, any consent or approval by Landlord or Tenant is not to be unreasonably withheld or is subject to a specified standard, then in the event of a final determination that the consent or approval was unreasonably withheld or that such specified standard has been met (such that the consent or approval should have been granted), the consent or approval shall be deemed granted but the granting of the consent or approval shall be the only remedy to the party requesting or requiring the consent or approval. Net/Office/Laboratory 400 Xxxx 00xx Xxxxxx, XX, NY/Immune Pharma, Inc. - Page 44
(b) If any matter which is the subject of a request for consent or approval hereunder by Tenant requires the consent or approval by any Superior Party under the Superior Instruments (including, by way of example, proposed Alterations), Tenant shall submit in writing such request (together with any plans, specifications or other materials or documents necessary or appropriate in connection therewith) to Landlord, and Landlord shall, provided Tenant is not then in monetary or material non-monetary default hereunder, in each instance, beyond the expiration of any applicable notice and/or cure period, promptly forward such request to such of the foregoing parties from whom consent is required and otherwise cooperate reasonably with Tenant in requesting and seeking to obtain such required consent; and, in any such case, Landlord shall in no event be deemed to have unreasonably withheld or delayed any such request for consent or approval if any of the foregoing parties shall fail to respond to such request (unless such failure is deemed to constitute consent under the applicable Superior Instrument) or shall deny same. If Landlord shall not exercise its option to terminate this Lease pursuant to Section 13.03(b) above, except as set forth in Section 13.13so determine that any such matter requires the consent or approval of any of the foregoing parties, Landlord shall not unreasonably delay, condition use good faith reasonable efforts to obtain from such parties such consent or withhold its consent approval (but without any obligation to pay any fee to such party unless Tenant agrees to pay the proposed assignment or subletting referred to in Tenant’s Offer Notice, same); provided that the following further conditions Tenant shall be fulfilled:
(a) The Demised Premises shall notsubmit to Landlord, without upon Landlord’s prior consentrequest therefor, have been listed all plans, specifications or otherwise publicly advertised for assignment other materials, information or subletting at a rental less than documentation as may be reasonably required by such parties, under the Fixed Rent and Additional RentSuperior Instruments in connection with each such parties’ respective consideration of such request. However, this shall not be deemed to prohibit Tenant from negotiating or consummating a sublease at a lower rental if Tenant shall first have offered pay to sublet the space involved to Landlord for the same rent and term by notice given with or after Tenant’s request for consent to the subletting or assignment. Landlord may accept such offer Landlord, within thirty (30) days from receipt after demand therefor, as Additional Rent, all actual out-of-pocket fees, charges or other expenses Landlord may incur arising out of any such request for consent or twenty approval. In no event shall Tenant communicate (20other than through Landlord) days after receipt of the offer, whichever is later;
(b) Tenant shall not then be with any Superior Party in default hereunder beyond the time herein provided, if any, to cure such default;
(c) The proposed assignee or subtenant shall have a financial standing, be of a character, be engaged in a business, and propose to use the Demised Premises in a manner consistent with the extent of the obligations undertaken by the proposed assignee or subtenant;
(d) No subletting shall end later than one (1) day before the Expiration Date of this Lease or shall be for a term of less than two (2) years unless it commences less than two (2) years before the Expiration Date;
(e) There should be no more than three (3) subtenants in the Demised Premises;
(f) Tenant shall reimburse Landlord on demand for any actual costs that may be incurred by Landlord in connection with said assignment or sublease, including, without limitation, the costs of making investigations as to the acceptability of the proposed assignee or subtenant, and legal costs incurred in connection with the granting respect of any requested consent; and
(g) The proposed assignee Alterations or subtenant is engaged in a business and the Demised Premises will be used in a manner, which is limited any other matter pertaining to the Permitted Usethis Lease.
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Landlord Consent. (a) If, pursuant to the terms of this Lease, any consent or approval by Landlord or Tenant is not to be unreasonably withheld or is subject to a specified standard, then in the event of a final determination that the consent or approval was unreasonably withheld or that such specified standard has been met (such that the consent or approval should have been granted), the consent or approval shall be deemed granted but the granting of the consent or approval shall be the only remedy to the party requesting or requiring the consent or approval.
(b) If any matter which is the subject of a request for consent or approval hereunder by Tenant requires the consent or approval by any Superior Party under the Superior Instruments (including, by way of example, proposed Alterations), Tenant shall submit in writing such request (together with any plans, specifications or other materials or documents necessary or appropriate in connection therewith) to Landlord, and Landlord shall, provided Tenant is not then in monetary or material non-monetary default hereunder, in each instance, beyond the expiration of any applicable notice “and/or cure period, promptly forward such request to such of the foregoing parties from whom consent is required and otherwise cooperate reasonably with Tenant in requesting and seeking to obtain such required consent; and, in any such case, Landlord shall in no event be deemed to have unreasonably withheld or delayed any such request for consent or approval if any of the foregoing parties shall fail to respond to such request (unless such failure is deemed to constitute consent under the applicable Superior Instrument) or shall deny same. If Landlord shall not exercise its option to terminate this Lease pursuant to Section 13.03(b) above, except as set forth in Section 13.13so determine that any such matter requires the consent or approval of any of the foregoing parties, Landlord shall not unreasonably delay, condition use good faith reasonable efforts to obtain from such parties such consent or withhold its consent approval (but without any obligation to pay any fee to such party unless Tenant agrees to pay the proposed assignment or subletting referred to in Tenant’s Offer Notice, same); provided that the following further conditions Tenant shall be fulfilled:
(a) The Demised Premises shall notsubmit to Landlord, without upon Landlord’s prior consentrequest therefor, have been listed all plans, specifications or otherwise publicly advertised for assignment other materials, information or subletting at a rental less than documentation as may be reasonably required by such parties, under the Fixed Rent and Additional RentSuperior Instruments in connection with each such parties’ respective consideration of such request. However, this shall not be deemed to prohibit Tenant from negotiating or consummating a sublease at a lower rental if Tenant shall first have offered pay to sublet the space involved to Landlord for the same rent and term by notice given with or after Tenant’s request for consent to the subletting or assignment. Landlord may accept such offer Landlord, within thirty (30) days from receipt after demand therefor, as Additional Rent, all actual out-of-pocket fees, charges or other expenses Landlord may incur arising out of any such request for consent or twenty approval. In no event shall Tenant communicate (20other than through Landlord) days after receipt of the offer, whichever is later;
(b) Tenant shall not then be with any Superior Party in default hereunder beyond the time herein provided, if any, to cure such default;
(c) The proposed assignee or subtenant shall have a financial standing, be of a character, be engaged in a business, and propose to use the Demised Premises in a manner consistent with the extent of the obligations undertaken by the proposed assignee or subtenant;
(d) No subletting shall end later than one (1) day before the Expiration Date of this Lease or shall be for a term of less than two (2) years unless it commences less than two (2) years before the Expiration Date;
(e) There should be no more than three (3) subtenants in the Demised Premises;
(f) Tenant shall reimburse Landlord on demand for any actual costs that may be incurred by Landlord in connection with said assignment or sublease, including, without limitation, the costs of making investigations as to the acceptability of the proposed assignee or subtenant, and legal costs incurred in connection with the granting respect of any requested consent; and
(g) The proposed assignee Alterations or subtenant is engaged in a business and the Demised Premises will be used in a manner, which is limited any other matter pertaining to the Permitted Usethis Lease.
Appears in 1 contract
Landlord Consent. (a) If, pursuant to the terms of this Lease, any consent or approval by Landlord or Tenant is not to be unreasonably withheld or is subject to a specified standard, then in the event of a final determination that the consent or approval was unreasonably withheld or that such specified standard has been met (such that the consent or approval should have been granted), the consent or approval shall be deemed granted but the granting of the consent or approval shall be the only remedy to the party requesting or requiring the consent or approval.
(b) If any matter which is the subject of a request for consent or approval hereunder by Tenant requires the consent or approval by any Superior Party under the Superior Instruments (including, by way of example, proposed Alterations), Tenant shall submit in writing such request (together with any plans, specifications or other materials or documents necessary or appropriate in connection therewith) to Landlord, and Landlord shall, provided Tenant is not then in monetary or material non-monetary default hereunder, in each instance, beyond the expiration of any applicable notice and/or cure period, promptly forward such request to such of the foregoing parties from whom consent is required and otherwise cooperate reasonably with Tenant in requesting and seeking to obtain such required consent; and, in any such case, Landlord shall in no event be deemed to have unreasonably withheld or delayed any such request for consent or approval if any of the foregoing parties shall fail to respond to such request (unless such failure is deemed to constitute consent under the applicable Superior Instrument) or shall deny same. If Landlord shall not exercise its option to terminate this Lease pursuant to Section 13.03(b) above, except as set forth in Section 13.13so determine that any such matter requires the consent or approval of any of the foregoing parties, Landlord shall not unreasonably delay, condition use good faith reasonable efforts to obtain from such parties such consent or withhold its consent approval (but without any obligation to pay any fee to such party unless Tenant agrees to pay the proposed assignment or subletting referred to in Tenant’s Offer Notice, same); provided that the following further conditions Tenant shall be fulfilled:
(a) The Demised Premises shall notsubmit to Landlord, without upon Landlord’s prior consentrequest therefor, have been listed all plans, specifications or otherwise publicly advertised for assignment other materials, information or subletting at a rental less than documentation as may be reasonably required by such parties, under the Fixed Rent and Additional RentSuperior Instruments in connection with each such parties’ respective consideration of such request. However, this shall not be deemed to prohibit Tenant from negotiating or consummating a sublease at a lower rental if Tenant shall first have offered pay to sublet the space involved to Landlord for the same rent and term by notice given with or after Tenant’s request for consent to the subletting or assignment. Landlord may accept such offer Landlord, within thirty (30) days from receipt after demand therefor, as Additional Rent, all actual out-of-pocket fees, charges or other expenses Landlord may incur arising out of any such request for consent or twenty approval. In no event shall Tenant communicate (20other than through Landlord) days after receipt of the offer, whichever is later;
(b) Tenant shall not then be with any Superior Party in default hereunder beyond the time herein provided, if any, to cure such default;
(c) The proposed assignee or subtenant shall have a financial standing, be of a character, be engaged in a business, and propose to use the Demised Premises in a manner consistent with the extent of the obligations undertaken by the proposed assignee or subtenant;
(d) No subletting shall end later than one (1) day before the Expiration Date of this Lease or shall be for a term of less than two (2) years unless it commences less than two (2) years before the Expiration Date;
(e) There should be no more than three (3) subtenants in the Demised Premises;
(f) Tenant shall reimburse Landlord on demand for any actual costs that may be incurred by Landlord in connection with said assignment or sublease, including, without limitation, the costs of making investigations as to the acceptability of the proposed assignee or subtenant, and legal costs incurred in connection with the granting respect of any requested consent; and
(g) The proposed assignee Alterations or subtenant is engaged in a business and the Demised Premises will be used in a manner, which is limited any other matter pertaining to the Permitted Usethis Lease.
Appears in 1 contract
Landlord Consent. If Landlord Prime shall not exercise its option to terminate this Lease pursuant to Section 13.03(b) above, except as set forth in Section 13.13, Landlord shall not unreasonably delay, condition or withhold its have received the written consent to the proposed assignment Texas Lease from the ground lessor of the Texas Land located in San Antonio, Texas (being the property described on page C-3 of Exhibit C attached hereto) in form and substance reasonably satisfactory to Prime.
68. The Agreement is hereby amended by deleting Section 11.11 thereof in its entirety.
69. The Agreement is hereby amended by deleting the last paragraph of Article XI thereof in its entirety.
70. The Agreement is hereby amended by deleting the third sentence of Section 12.1 thereof in its entirety and inserting in lieu thereof the following: Unless ShoLodge undertakes to resolve such unacceptable items in a manner acceptable to Prime on or subletting referred prior to in Tenant’s Offer Noticethe Closing Date, provided that Prime may, by delivering written notice to ShoLodge on or prior to the following further conditions Closing Date, terminate this Agreement, whereupon Prime and ShoLodge shall be fulfilled:released and relieved of all further obligations, liabilities and claims hereunder, other than the performance of each party of its Post Termination Obligations.
71. The Agreement is hereby amended by deleting the fourth, fifth and sixth sentences of Section 12.2 thereof in their entirety and inserting in lieu thereof the following: ShoLodge shall also request that HPT forward to Prime a copy of all examinations and inspections which HPT obtained with respect to the Existing HPT Hotels. Should Prime discover any physical condition of the Assets (a) The Demised Premises shall notincluding, without Landlord’s limitation, any environmental condition) which is not acceptable to Prime and which is not eligible to be repaired with funds then in the "FF&E Reserve" established under the HPT Lease or the Texas Lease, as applicable, Prime shall deliver written notice to ShoLodge on or prior consent, have been listed or otherwise publicly advertised for assignment or subletting at a rental less than the Fixed Rent and Additional Rent. However, this shall not be deemed to prohibit Tenant from negotiating or consummating a sublease at a lower rental if Tenant shall first have offered to sublet the space involved to Landlord for the same rent and term by notice given with or after Tenant’s request for consent to the subletting last day of the Due Diligence Period specifying in detail all such unacceptable items; provided, however, that with respect to any of the foregoing examinations and inspections obtained by HPT with respect to the Existing HPT Hotels, the deadline for Prime to deliver such written notice to ShoLodge shall end on the later of (i) the last day of the Due Diligence Period or assignment. Landlord may accept (ii) the date ten (10) days after delivery of such offer within item to Prime or (iii) thirty (30) days from receipt of such request for consent or twenty (20) days after receipt by Prime of the offer, whichever is later;
(b) Tenant shall written notice from HPT or ShoLodge that any such examinations and inspections obtained by HPT will not then be in default hereunder beyond the time herein provided, if any, provided to cure Prime. Unless ShoLodge undertakes to resolve such default;
(c) The proposed assignee or subtenant shall have a financial standing, be of a character, be engaged in a business, and propose to use the Demised Premises unacceptable items in a manner consistent with acceptable to Prime on or prior to the extent of Closing Date, Prime may, by delivering written notice to ShoLodge on or prior to the obligations undertaken by the proposed assignee or subtenant;
(d) No subletting shall end later than one (1) day before the Expiration Date of Closing Date, terminate this Lease or Agreement, whereupon Prime and ShoLodge shall be for a term released and relieved of less than two (2) years unless it commences less than two (2) years before the Expiration Date;
(e) There should be no more than three (3) subtenants in the Demised Premises;
(f) Tenant shall reimburse Landlord on demand for any actual costs that may be incurred by Landlord in connection with said assignment or subleaseall further obligations, including, without limitation, 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; liabilities and
(g) The proposed assignee or subtenant is engaged in a business and the Demised Premises will be used in a manner, which is limited to the Permitted Use.
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Landlord Consent. If Landlord Tenant shall not exercise its option make or suffer to terminate this Lease pursuant to Section 13.03(b) abovebe made any alterations, except as set forth in Section 13.13additions or improvements in, Landlord shall not unreasonably delay, condition on or withhold its consent to the proposed assignment Premises or subletting referred to in Tenant’s Offer Noticeany part thereof (“Alterations”), provided that the following further conditions shall be fulfilled:
(a) The Demised Premises shall notother than Diminimus Changes, as defined below, without Landlord’s prior consent, have been listed or otherwise publicly advertised for assignment or subletting at a rental less than the Fixed Rent written consent and Additional Rent. However, this shall not be deemed to prohibit Tenant from negotiating or consummating a sublease at a lower rental if Tenant shall first have offered to sublet the space involved to approval by Landlord for the same rent and term by notice given with or after of Tenant’s request for consent designated contractor and major subcontractors performing the work of such Alterations and fully detailed and dimensioned plans and specifications pertaining to the subletting work in question, prepared and submitted by Tenant at its sole cost and expense. If Landlord fails to give its approval or assignment. Landlord may accept disapproval of the Alterations as set forth on the proposed plans and the contractors performing such offer work within thirty fifteen (3015) days from receipt of such request for consent or twenty (20) calendar days after receipt of Tenant’s written request for approval, Tenant may deliver an additional notice to Landlord specifying such failure by Landlord and stating, in bold 12 point, all cap type on such notice: “LANDLORD’S FAILURE TO RESPOND TO THIS REQUEST SHALL BE DEEMED LANDLORD’S CONSENT TO THE TENANT’S REQUESTED ALTERATIONS.” If Landlord does not approve or disapprove Tenant’s proposed Alterations within five (5) business days of receipt of such second notice, then Tenant such failure shall constitute approval by Landlord of the offerwork of the Alterations and the contractors designated by Tenant. Subject to the terms of Section 8.5 below, whichever is later;
(b) any Alterations in, on or to the Premises, except for Tenant’s trade fixtures and movable furniture and equipment, shall be the property of Tenant during the Term and shall become the property of Landlord without compensation to Tenant upon the termination of this Lease. Landlord shall not then be unreasonably withhold or delay its consent to Alterations that (i) do not materially affect the structure of the Building or its electrical, plumbing, HVAC, security or other systems, (ii) are not visible from the exterior of the Premises and do not otherwise affect the exterior appearance of the Building, (iii) are consistent with Tenant’s Permitted Use hereunder; (iv) do not require any application to a political jurisdiction for rezoning, general plan amendment, variance, conditional use permit or architectural review approval, (v) will not interfere with the use and occupancy of any other portion of the Project by Landlord or by any other tenants or occupants or their invitees, or by any other party with the right to use any portion of the Project, (vi) comply with any ground lease, CC&Rs and Mortgages, (vii) do not increase the occupant density of the Premises in default hereunder beyond excess of the time herein provided, if any, to cure such default;
(c) The proposed assignee or subtenant shall have a financial standing, be parking rights of a character, be engaged in a businessTenant, and propose to use (vii) do not adversely affect the Demised value or marketability of the Premises in Landlord’s reasonable determination (or if required by any mortgagee holding a manner consistent with security interest in the extent Building, such mortgagee). No consent of the obligations undertaken by the proposed assignee or subtenant;
(d) No subletting shall end later than one (1) day before the Expiration Date of this Lease or Landlord shall be for a term of less than two (2) years unless it commences less than two (2) years before the Expiration Date;
(e) There should be no more than three (3) subtenants in the Demised Premises;
(f) Tenant shall reimburse Landlord on demand for any actual costs that may be incurred by Landlord required in connection with said assignment alterations which cost $10,000 or sublease, including, without limitation, less annually and which comply with clauses (i) through (vi) in 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
previous sentence (g) The proposed assignee or subtenant is engaged in a business and the Demised Premises will be used in a manner, which is limited to the Permitted Use.“Diminimus Changes”)
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Landlord Consent. If Neither Subtenant nor Sublandlord shall have any obligations under this Sublease until the consent of Landlord has been obtained in accordance with the Lease. Sublandlord shall use all due diligence and best efforts to obtain Landlord’s consent to this Sublease as soon as reasonably possible following Subtenant’s execution and delivery of this Sublease will promptly request, such consent and agrees that it will pay all administrative or other fees expressly provided for in the Lease to be paid to Master Landlord in connection therewith or otherwise required to be paid by Master Landlord in connection with obtaining such consent. In the event that such consent has not exercise been obtained by ___, 2007 (the “Outside Date”), then Subtenant shall have the option to be exercised in its option sole and absolute discretion (a) to terminate this Lease pursuant to Section 13.03(b) above, except as set forth in Section 13.13, Landlord shall not unreasonably delay, condition or withhold its consent to the proposed assignment or subletting referred to in Tenant’s Offer Notice, provided that the following further conditions shall be fulfilled:
(a) The Demised Premises shall not, without Landlord’s prior consent, have been listed or otherwise publicly advertised for assignment or subletting at a rental less than the Fixed Rent and Additional Rent. However, this shall not be deemed to prohibit Tenant from negotiating or consummating a sublease at a lower rental if Tenant shall first have offered to sublet the space involved to Landlord for the same rent and term Sublease by notice to Sublandlord given with or after Tenant’s request for consent to the subletting or assignment. Landlord may accept such offer within thirty (30) days from receipt of following such request for consent Outside Date in which event this Sublease shall be deemed to be null and void and without force or twenty (20) days after receipt of effect, and the offerparties shall have no further obligations or liabilities to the other with respect to this Sublease, whichever is later;
or (b) Tenant provided that Master Landlord has not denied its consent, Subtenant may extend the Outside Date for an additional period not to exceed thirty (30) days. Sublandlord represents and warrants to Subtenant that other than the consent of Master Landlord, no consent of any party is required for the Sublandlord to sublease the Premises to Subtenant hereunder. In the event that Subtenant so elects to terminate this Sublease as aforesaid, then Sublandlord shall not then be in default hereunder beyond the time herein provided, if any, immediately return to cure such default;
(c) The proposed assignee or subtenant shall have a financial standing, be of a character, be engaged in a business, and propose Subtenant any amounts theretofore delivered to use the Demised Premises in a manner consistent with the extent of the obligations undertaken by the proposed assignee or subtenant;
(d) No subletting shall end later than one (1) day before the Expiration Date of this Lease or shall be for a term of less than two (2) years unless it commences less than two (2) years before the Expiration Date;
(e) There should be no more than three (3) subtenants in the Demised Premises;
(f) Tenant shall reimburse Landlord on demand for any actual costs that may be incurred by Landlord Sublandlord in connection with said assignment or sublease, including, without limitation, 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
(g) The proposed assignee or subtenant is engaged in a business and the Demised Premises will be used in a manner, which is limited to the Permitted Useherewith.
Appears in 1 contract
Landlord Consent. If Landlord Tenant shall not exercise its option to terminate sublet the Demised Premises or any part thereof, or assign, mortgage or hypothecate, or otherwise encumber this Lease pursuant to Section 13.03(b) aboveor any interest therein nor grant concessions or licenses for the occupancy of the Demised Premises or any part thereof, except as set forth without Xxxxxxxx’s prior written consent, which consent may be withheld in Section 13.13Landlord’s sole discretion. Any attempted transfer, Landlord shall not unreasonably delay, condition or withhold its consent to the proposed assignment or subletting referred to in Tenant’s Offer Notice, provided that the following further conditions shall be fulfilled:
(a) The Demised Premises shall not, without Landlord’s prior consent, have been listed or otherwise publicly advertised for void and confer no rights upon any third person. No assignment or subletting at a rental less than the Fixed Rent and Additional Rentshall relieve Tenant of any obligations herein. HoweverThe consent by Landlord to any transfer, this assignment or subletting shall not be deemed to prohibit be a waiver on the part of Landlord of any prohibition against any future transfer, assignment or subletting. No transfer, or subletting shall be effective unless and until (x) Tenant from negotiating gives notice thereof to Landlord, and (y) the transferee, assignee or consummating a sublease at a lower rental if Tenant sublessee shall first have offered to sublet the space involved deliver to Landlord for (1) a written agreement in the same rent form and term substance satisfactory to Landlord pursuant to which the transferee or assignee assumes all of the obligations and liabilities of Tenant under this Lease, and (2) a copy of the assignment agreement or sublease. A restructuring, reorganization, sale of substantial assets, merger, recapitalization or debt issuance by notice given with Tenant (each, a “Recapitalization”) shall be deemed a transfer, assignment or after subletting under this Section, requiring Xxxxxxxx’s prior written consent (failure to obtain which shall, in addition to the foregoing, give Landlord the right to terminate this Lease and shall constitute a Default hereunder) if Tenant’s request tangible net worth (as determined under generally accepted accounting principles consistently maintained but without taking into account any increases in the book value of Tenant’s assets or recognition of gain or intangible assets resulting from such Recapitalization) is reduced. Tenant may not enter into any lease, sublease, license, concession or other agreement for consent to the subletting use, occupancy or assignment. Landlord may accept such offer within thirty (30) days from receipt utilization of such request for consent or twenty (20) days after receipt of the offer, whichever is later;
(b) Tenant shall not then be space in default hereunder beyond the time herein provided, if any, to cure such default;
(c) The proposed assignee or subtenant shall have a financial standing, be of a character, be engaged in a business, and propose to use the Demised Premises which provides for a rental or other payment for such use, occupancy or utilization based in a manner consistent with whole or in part on the extent net income or profits derived by any person from the property leased, occupied or utilized, or which would require the payment of any consideration which would not fall within the definition of “rents from real property” as that term is defined in Section 856(d) of the obligations undertaken by the proposed assignee or subtenant;
(d) No subletting shall end later than one (1) day before the Expiration Date Internal Revenue Code of this Lease or shall be for a term of less than two (2) years unless it commences less than two (2) years before the Expiration Date;
(e) There should be no more than three (3) subtenants in the Demised Premises;
(f) Tenant shall reimburse Landlord on demand for any actual costs that may be incurred by Landlord in connection with said assignment or sublease1986, including, without limitation, 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
(g) The proposed assignee or subtenant is engaged in a business and the Demised Premises will be used in a manner, which is limited to the Permitted Useamended.
Appears in 1 contract
Samples: Lease Agreement
Landlord Consent. If Landlord Assignee may not assign or encumber this Lease or its interest in the Premises or any portion thereof arising under this Lease, and may not sublet all or any part of the Premises without first obtaining the written consent of Landlord, which consent shall not exercise its option be unreasonably withheld, conditioned or delayed. Factors in addition to terminate this Lease pursuant to Section 13.03(b) above, except as set forth the ones contained in Section 13.1310 of the Original Lease that Landlord may consider in deciding whether to consent to an assignment or sublease include (without limitation), (i) the creditworthiness of the assignee, (ii) the proposed use of the Premises, (iii) whether the assignee or sublessee will vacate other space owned in the Building, (iv) whether Landlord shall is negotiating with the proposed sublessee or assignee for a lease of other space in the Building unless such negotiation does not unreasonably delay, condition or withhold its consent result in an executed lease within twelve (12) months after the date the space was offered to the proposed assignment sublessee or subletting referred to in Tenant’s Offer Noticeassignee (for purposes of this Section 10(a)(iv), provided the terms "negotiation" or "negotiating" shall mean that the following further conditions shall be fulfilled:
(a) The Demised Premises shall not, without Landlord’s prior consent, have been listed or otherwise publicly advertised for assignment or subletting at a rental less than the Fixed Rent Landlord and Additional Rent. However, this shall not be deemed to prohibit Tenant from negotiating or consummating a sublease at a lower rental if Tenant shall first have offered to sublet the space involved to Landlord for the same rent and term by notice given with or after Tenant’s request for consent to the subletting or assignment. Landlord may accept such offer within thirty (30) days from receipt of such request for consent or twenty (20) days after receipt of the offer, whichever is later;
(b) Tenant shall not then be in default hereunder beyond the time herein provided, if any, to cure such default;
(c) The proposed assignee or subtenant shall have a financial standing, be of a character, be engaged in a business, and propose to use the Demised Premises in a manner consistent with the extent of the obligations undertaken by the proposed assignee or subtenant;
sublessee shall have exchanged at least one offer and counteroffer regarding such leasing), and (dv) No subletting any non-standard renovations to the Premises or special services required by the assignee or sublessee. Landlord will not consent to an assignment or sublease that might result in a use that conflicts with the rights of any existing tenant. One consent shall end later than one (1) day before not be the Expiration Date of this Lease or shall be for a term of less than two (2) years unless it commences less than two (2) years before the Expiration Date;
(e) There should be no more than three (3) subtenants in the Demised Premises;
(f) Tenant shall reimburse Landlord on demand basis for any actual costs that may be incurred by Landlord in connection with said assignment or sublease, including, without limitation, 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 further consent; and
(g) The proposed assignee or subtenant is engaged in a business and the Demised Premises will be used in a manner, which is limited to the Permitted Use.
Appears in 1 contract
Samples: Assignment and Assumption of Lease and Third Amendment to Lease Agreement (Compbenefits Corp)
Landlord Consent. If Landlord shall not exercise No such assignment, merger (including a triangular merger) (collectively “Mergers” and/or “Merger Entity”) or subletting or sale of stock and/or Permitted Transfer will release the Tenant from its option to terminate liability and responsibility under this Lease pursuant to Section 13.03(b) above, except as set forth and any assignment and/or Mergers will Single Tenant/Single Parcel Initial: result in Section 13.13, Landlord shall not unreasonably delay, the Tenant and said assignee and/or Merger Entity being jointly and severally liable for the terms and condition or withhold its consent in this Lease. Notwithstanding anything to the proposed assignment or subletting referred to contrary in Tenant’s Offer Noticethis Paragraph 19, provided that the following further conditions Tenant shall be fulfilled:
required to (a) The Demised Premises shall notgive Landlord written notice prior to such assignment, without merger (including a triangular merger), subletting, sale of stock to any party as described in Paragraph 19.E (Assignment and Subletting: Permitted Transfers), (b) execute Landlord’s consent document prepared by Landlord reflecting the assignment, Merger or subletting or Permitted Transfer and (c) pay Landlord’s costs for processing said consent prior consentto the effective date of said Permitted Transfer, have been listed or otherwise publicly advertised for Merger, assignment or subletting at a rental less than the Fixed Rent and Additional Rentsublease. However, this Nothing herein shall not be deemed to prohibit Tenant from negotiating or consummating a sublease at a lower rental if Tenant shall first have offered permit (i) any assignee and/or Permitted Transferee to sublet the space involved to Landlord for the same rent and term by notice given with or after Tenant’s request for consent to the subletting or assignment. Landlord may accept such offer within thirty (30) days from receipt of such request for consent or twenty (20) days after receipt of the offer, whichever is later;
(b) Tenant shall not then be in default hereunder beyond the time herein provided, if any, to cure such default;
(c) The proposed assignee or subtenant shall have a financial standing, be of a character, be engaged in a business, and propose to use the Demised Premises in a manner consistent with the extent of the obligations undertaken by the proposed assignee or subtenant;
(d) No subletting shall end later than one (1) day before the Expiration Date of further assign this Lease or shall be for a term sublet all or any portion of less than two the Premises or (2ii) years unless it commences less than two (2) years before the Expiration Date;
(e) There should be no more than three (3) subtenants any subtenant to assign its interest in the Demised Premises;
(f) sublease to any other party without Xxxxxxxx’s prior written consent. For all such consents required in this Paragraph 19.F, Tenant shall reimburse Landlord on demand for any actual costs that may be incurred by Landlord in connection with said assignment or sublease, including, without limitationpay to Landlord, the costs of making investigations Landlord’s Consent Fees as to the acceptability of the proposed assignee or subtenant, defined in Paragraph 8.G (Alterations and legal costs incurred in connection with the granting of any requested consent; and
(g) The proposed assignee or subtenant is engaged in a business Additions: Processing and the Demised Premises will be used in a manner, which is limited to the Permitted UseAdministration Fees for Consent Documentation).
Appears in 1 contract
Landlord Consent. If Landlord hereby consents to the Purchase Transaction, the “Change in Control” of Tenant resulting from the Purchase Transaction, and any assignment of Tenant’s right, title and interest in and to the Lease that may have occurred as a result of the Purchase Transaction. Additionally, Landlord hereby expressly consents to: 1) any subsequent transfer whereby DEP acquires the twenty percent (20%) Membership Interest of the Tenant (a “Subsequent Purchase Transaction”), not currently in the process of being purchased by DEP; 2) the “Change in Control” of Tenant resulting from the Subsequent Purchase Transaction, and 3) any assignment of Tenant’s right, title and interest in and to the Lease that may have occurred as a result of the Subsequent Purchase Transaction. Notwithstanding the foregoing, Landlord agrees that the Purchase Transaction and the Subsequent Purchase Transaction shall not exercise its option render any Option to terminate this Extend the Lease Term that is granted to Tenant under the Lease void or of no further effect and the same shall remain in full force and effect, and subject to the terms and conditions of the Lease. Moreover, the effectiveness of the Consent to Change of Control associated with the Purchase Transaction and the Subsequent Purchase Transaction is expressly conditioned upon Tenant’s payment of the Transfer Fee, Liquidated Damages and Attorney’s Fees, as more particularly set forth below, and Xx. Xxxxxx, Continuing Member, and Xx. Xxxxxxx executing that certain Guaranty of Lease, attached to the Second Amendment to Lease of even execution date and effective date herewith, which Guaranty of Lease will be added to the Lease as Exhibit D-1. For the avoidance of doubt, no additional Transfer Fees pursuant to Section 13.03(bArticle 15.6(b) aboveof the Lease, except as set forth Liquidated Damages in Section 13.13accordance with Article 15.4 of the Lease, or Landlord shall not unreasonably delay, condition or withhold its consent pursuant to Article 15.2 of the proposed assignment or subletting referred to in Tenant’s Offer Notice, provided that the following further conditions Lease shall be fulfilled:
(a) The Demised Premises shall not, without Landlord’s prior consent, have been listed or otherwise publicly advertised for assignment or subletting at a rental less than the Fixed Rent and Additional Rent. However, this shall not be deemed to prohibit Tenant from negotiating or consummating a sublease at a lower rental if Tenant shall first have offered to sublet the space involved to Landlord for the same rent and term by notice given with or after Tenant’s request for consent to the subletting or assignment. Landlord may accept such offer within thirty (30) days from receipt of such request for consent or twenty (20) days after receipt of the offer, whichever is later;
(b) Tenant shall not then be in default hereunder beyond the time herein provided, if any, to cure such default;
(c) The proposed assignee or subtenant shall have a financial standing, be of a character, be engaged in a business, and propose to use the Demised Premises in a manner consistent with the extent of the obligations undertaken by the proposed assignee or subtenant;
(d) No subletting shall end later than one (1) day before the Expiration Date of this Lease or shall be for a term of less than two (2) years unless it commences less than two (2) years before the Expiration Date;
(e) There should be no more than three (3) subtenants in the Demised Premises;
(f) Tenant shall reimburse Landlord on demand for any actual costs that may be incurred by Landlord in connection with said assignment or sublease, including, without limitation, the costs of making investigations as to the acceptability of the proposed assignee or subtenant, and legal costs incurred required in connection with the granting of any requested consent; and
(g) The proposed assignee or subtenant is engaged in a business and the Demised Premises will be used in a manner, which is limited to the Permitted UseSubsequent Purchase Transaction identified above.
Appears in 1 contract
Samples: Landlord Consent to Change of Control (Body & Mind Inc.)
Landlord Consent. If Landlord Except for an assignment permitted in Section 16.3 below, for which Landlord’s consent shall not exercise its option to terminate this Lease pursuant to Section 13.03(b) abovebe necessary, except as set forth in Section 13.13, Landlord shall not unreasonably delay, condition or withhold its consent to the proposed assignment or subletting referred to in Tenant’s Offer Notice, provided that the following further conditions shall be fulfilled:
(a) The Demised Premises Tenant shall not, without the prior written consent of Landlord, assign or mortgage this Lease or any interest therein or sublet the Premises or any part thereof. For the purposes of this Section, and except as otherwise provided in Section 16.3, the sale or assignment of a controlling interest in Tenant corporation shall be deemed an assignment, provided that such assignee assumes the obligations of Tenant and that such assignment shall not relieve Tenant of its obligations hereunder. As to any assignment or sublease requiring Landlord’s prior consent, have been listed or otherwise publicly advertised for assignment or subletting at a rental less than the Fixed Rent and Additional Rent. However, this Landlord agrees that it shall not be deemed to prohibit Tenant from negotiating unreasonably withhold, condition or consummating a sublease at a lower rental if Tenant delay its consent, and shall first have offered to sublet grant its approval or disapproval of the space involved to Landlord for the same rent and term by notice given with or after proposed transferee, within ten (10) days of Tenant’s request for consent therefor accompanied by such information pertaining to the subletting proposed sublessee or assignment. assignee as Landlord may accept such offer within thirty (30) days from receipt requests, provided the business of such request for consent or twenty (20) days after receipt of the offer, whichever is later;
(b) Tenant shall not then be in default hereunder beyond the time herein provided, if any, to cure such default;
(c) The proposed assignee or subtenant shall have a financial standing, be of a character, be engaged in a business, and propose to use the Demised Premises in a manner consistent with the extent of the obligations undertaken by the proposed assignee or subtenant;
(d) No subletting shall end later than one (1) day before the Expiration Date of this Lease or shall be for a term of less than two (2) years unless it commences less than two (2) years before the Expiration Date;
(e) There should be no more than three (3) subtenants in the Demised Premises;
(f) Tenant shall reimburse Landlord on demand for any actual costs that may be incurred by Landlord in connection with said assignment or sublease, including, without limitation, 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
(g) The proposed Tenant’s assignee or subtenant is engaged in not materially more hazardous than that of Tenant, it being understood that it shall not be unreasonable for Landlord to require, as a business and condition of such consent, that fifty percent (50%) of any money or other economic consideration received by Tenant as a result of such subletting or assignment (the Demised Premises will be used in a manner“Assignment Payment”), whether denominated as Rent under the sublease or otherwise, which exceeds, in the aggregate, the total sums which Tenant is limited obligated to pay Landlord under this Lease (pro rated to reflect obligations allocable to that portion of the Premises subject to the Permitted Usesublease or assignment) shall be payable to Landlord as Additional Rent under this Lease without affecting or reducing any other obligation of Tenant hereunder.
Appears in 1 contract
Samples: Lease Agreement (Adolor Corp)
Landlord Consent. This Sublease and Sublandlord's and Subtenant's obligations hereunder are conditioned upon the written consent of Landlord. Sublandlord shall use diligent efforts to obtain the consent from Landlord as soon as practicable. If Landlord shall not exercise its option Sublandlord fails to terminate this Lease pursuant to Section 13.03(b) above, except as set forth in Section 13.13, Landlord shall not unreasonably delay, condition or withhold its obtain the consent to the proposed assignment or subletting referred to in Tenant’s Offer Notice, provided that the following further conditions shall be fulfilled:
(a) The Demised Premises shall not, without Landlord’s prior consent, have been listed or otherwise publicly advertised for assignment or subletting at a rental less than the Fixed Rent and Additional Rent. However, this shall not be deemed to prohibit Tenant from negotiating or consummating a sublease at a lower rental if Tenant shall first have offered to sublet the space involved to Landlord for the same rent and term by notice given with or after Tenant’s request for consent to the subletting or assignment. Landlord may accept such offer within thirty (30) days from receipt after execution of such request for consent or twenty (20) days after this Sublease by Subtenant, then either party may terminate this Sublease by giving the other party written notice thereof at any time prior to Subtenant's receipt of the offerconsent, whichever is later;and Sublandlord shall promptly return the Lease Deposit to Subtenant. In Witness Whereof, the parties hereto have executed this Sublease. SUBTENANT: SUBLANDLORD: VITRIA TECHNOLOGY, INC., APPLIED MATERIALS, INC., A CALIFORNIA CORPORATION A DELAWARE CORPORATION By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxxx X. _________ -------------------------- ---------------------------- Print Name: Xxxx X. Xxxxx Print Name: Xxxxxx X. ________ ------------------ -------------------- Print Title: Chief Financial Officer Print Title: ------------------------ By: /s/ Xx Xxx Xxxxx By: ----------------- --------------------------------- Print Name: Xx Xxx Xxxxx Print Name: ------------------------- ------------------------- Print Title: President CEO Print Title: ------------------------ Exhibit A DESCRIPTION OF PROJECT AND PREMISES/BUILDINGS (attach diagram of Project and approximate footprint of Buildings) Exhibit B RULES AND REGULATIONS
(b) I. Tenant shall not then place anything, or allow anything to be placed near the glass of any window, door, partition or wall which may, in default hereunder beyond Landlord's judgment, appear unsightly from outside of the time herein providedProject.
II. The Project directory, if any, shall be used by Landlord to cure display names and locations of tenants in the Project. No tenant shall use or make any changes to such default;directories without Landlord's prior written consent.
III. The sidewalks, halls, passages, exits, entrances, elevator and stairways shall not be obstructed by Tenant or used by Tenant for any purposes other than for ingress to and egress from the Premises, unless Tenant is the sole occupant of the Building. Tenant shall lend its full cooperation to keep such areas free from all obstruction and in a clean and sightly condition and shall move all supplies, furniture and equipment as soon as received directly to the Premises and move all such items and waste being taken from the Premises (cother than waste customarily removed by employees of the Building) directly to the shipping platform at or about the time arranged for removal therefrom. Neither Tenant nor any employee or invitee of Tenant shall go upon the roof of the Project.
IV. The proposed assignee toilet rooms, urinals, wash bowls and other apparatuses shall not be used for any purposes other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein, and to the extent caused by Tenant or subtenant its employees or invitees, the expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by Tenant.
V. Tenant shall not install or operate any refrigerating, heating or air conditioning apparatus, or carry on any mechanical business without the prior written consent of Landlord; use the Premises for housing, lodging or sleeping purposes. Tenant shall not occupy or use the Premises or permit the Premises to be occupied or used for any purpose, act or thing which is in violation of any Governmental Requirement or which may be dangerous to persons or property.
VI. Tenant shall not use any method of heating or air conditioning other than that supplied or approved by Landlord.
VII. Without the prior written consent of Landlord, Tenant shall not use the name of the Project or any exterior picture of the Project in connection with, or in promoting or advertising the business of, Tenant, except Tenant may use the address of the Project as the address of its business.
VIII. Tenant assumes full responsibility for protecting the Premises from theft, robbery and pilferage, which may arise from a cause other than Landlord's negligence, which includes keeping doors locked and other means of entry to the Premises closed and secured.
IX. No bicycle (except in those areas which may be designated for bicycles by Landlord) or other vehicle and no animals or pets shall be allowed in the Premises, halls, freight docks, or any other parts of the Building except that blind persons may be accompanied by "seeing eye" dogs. Unless Tenant is the sole occupant of the Building, Tenant shall not make or permit any noise, vibration or odor to emanate from the Premises, or do anything therein tending to create, or maintain, a nuisance, or do any act tending to injure the reputation of the Building.
X. Tenant shall not do or permit the manufacture or sale of any fermented, intoxicating or alcoholic beverages without obtaining written consent of Landlord.
XI. Tenant shall not disturb the quiet enjoyment of any other tenant, if any, in the Building and/or Project.
XII. No equipment, mechanical ventilators, awnings, special shades or other forms of window covering shall be permitted outside the windows of the Premises without the prior written consent of Landlord, and then only at the expense and risk of Tenant, and they shall be of such shape, color, material, quality, design and make as may be approved by Landlord.
XIII. Tenant shall not during the term of this Sublease canvas or solicit other tenants of the Building for any purpose.
XIV. Tenant shall not install or operate any phonograph, musical or sound- producing instrument or device, radio receiver or transmitter, TV receiver or transmitter, or similar device, without in each instance the prior written approval of Landlord. The use thereof, if permitted, shall be subject to control by Landlord to the end that others shall not be disturbed.
XV. Tenant shall promptly remove all rubbish and waste from the Premises.
XVI. Tenant shall not exhibit, sell or offer for sale, rent or exchange in the Premises or at the Project any article, thing or service, except those ordinarily embraced within the Permitted Uses of the Premises specified in the Schedule of this Sublease, without the prior written consent of Landlord.
XVII. Tenant shall not overload any floors in the Premises or any public corridors or elevator in the Building.
XVIII. Whenever Landlord's consent, approval or satisfaction is required under these Rules, then unless otherwise stated, any such consent, approval or satisfaction must be obtained in advance, such consent or approval may be granted or withheld in Landlord's reasonable discretion, and Landlord's satisfaction shall be determined in its reasonable judgment. WORK LETTER AGREEMENT This Exhibit C Work Letter Agreement ("Work Letter") is attached to and made a part of that certain Sublease (the "Sublease") between Applied Materials, Inc. a Delaware corporation ("Sublandlord) and Vitria Technology, Inc., a California corporation ("Subtenant"). Terms used in this Work Letter that are defined in the Sublease shall have a financial standing, be the same meaning as provided in the Sublease. The purpose of a character, be engaged in a business, this Work Letter is to set forth the agreement between Sublandlord and propose Subtenant with respect to use the Demised Premises in a manner consistent with the extent construction and installation of the obligations undertaken by Tenant Improvements to be installed on the proposed assignee or subtenant;
(d) No subletting shall end later than one (1) day before the Expiration Date of this Lease or shall be for a term of less than two (2) years unless it commences less than two (2) years before the Expiration Date;
(e) There should be no more than three (3) subtenants in the Demised Premises;
(f) Tenant shall reimburse Landlord on demand for any actual costs that may be incurred by Landlord in connection with said assignment or sublease, including, without limitation, 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
(g) The proposed assignee or subtenant is engaged in a business and the Demised Premises will be used in a manner, which is limited to the Permitted Use.
Appears in 1 contract
Landlord Consent. If Landlord Tenant shall not exercise its option make or suffer to terminate this Lease pursuant to Section 13.03(b) abovebe made any additional alterations, except as set forth in Section 13.13additions or improvements (such alterations, Landlord shall not unreasonably delay, condition additions or withhold its consent to improvements that are made after the proposed assignment Commencement Date by or subletting on behalf of Tenant are herein referred to in Tenant’s Offer Noticeindividually as an "Alteration," and collectively as the "Alterations", provided that no portion of the following further conditions "HFC Work" (as defined in the Amendment to Work Letters by and between Landlord and Tenant dated as of the date hereof) shall be fulfilled:
(adeemed an "Alteration") The Demised in, on or to the Premises shall not, or the Building or any part thereof without the prior written consent of Landlord’s prior consent, have been listed or otherwise publicly advertised for assignment or subletting at a rental less than the Fixed Rent and Additional Rent. However, this shall not be deemed to prohibit Tenant from negotiating or consummating a sublease at a lower rental if Tenant shall first have offered to sublet the space involved to Landlord for the same rent and term by notice given with or after Tenant’s 's request for consent approval of any such proposed Alterations shall be accompanied by a full set of complete plans and specifications for such proposed Alterations for Landlord's review. If Landlord fails to the subletting approve or assignment. Landlord may accept such offer disapprove any proposed Alterations within thirty ten (3010) days from receipt of such request for consent or twenty (20) business days after receipt of the offerTenant's written request for approval, whichever is later;
(b) Tenant shall not then be in default hereunder beyond the time herein provided, if any, deliver to cure Landlord a second request for Landlord's consent to such default;
(c) The proposed assignee or subtenant shall have a financial standing, be of a character, be engaged in a businessAlterations, and propose failure of Landlord to give its disapproval within five (5) business days after receipt of Tenant's second written request for approval shall constitute approval by Landlord of such Alterations so long as Tenant's request includes the following statement in capitalized and boldfaced letters: BY FAILING TO RESPOND TO THIS REQUEST, YOU WILL BE DEEMED TO HAVE APPROVED THE ALTERATIONS DESCRIBED HEREIN. Alterations in, on or to the Premises or the Building, except for Tenant's trade fixtures and movable furniture and equipment, shall be the property of Tenant during the Term and shall become Landlord's property at the end of the Term without compensation to Tenant. Landlord shall exercise good faith business judgment in reviewing any request by Tenant for Landlord's consent to Alterations, and shall not unreasonably withhold or delay its consent to Alterations that (i) do not materially affect the structure of the Building or the Parking Garage or their respective electrical, plumbing, HVAC, security or other systems, (ii) are not visible from the exterior of the Building and do not otherwise affect the exterior appearance of the Building, (iii) are consistent with Tenant's Permitted Use hereunder; (iv) do not require any application to a political jurisdiction for rezoning, general plan amendment, variance, conditional use permit or architectural review approval, (v) will not interfere with the use and occupancy of any other portion of the Project by Landlord or by any other tenants or occupants or their invitees, or by any other party with the right to use any portion of the Demised Premises in a manner consistent Project, (vi) comply with the extent Parking REA, the Initial CC&Rs, any other CC&Rs, any other Encumbrances, and any Mortgages, and (vii) do not adversely affect the value or marketability of Landlord's reversionary interest in the obligations undertaken by Premises and the proposed assignee Building upon termination or subtenant;
(d) No subletting shall end later than one (1) day before the Expiration Date expiration of this Lease or shall be for a term of less than two (2) years unless it commences less than two (2) years before the Expiration Date;
(e) There should be no more than three (3) subtenants in the Demised Premises;
(f) Tenant shall reimburse Landlord on demand for any actual costs that may be incurred by Landlord in connection with said assignment or sublease, including, without limitation, 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
(g) The proposed assignee or subtenant is engaged in a business and the Demised Premises will be used in a manner, which is limited to the Permitted UseLease.
Appears in 1 contract
Samples: Lease Agreement (Handspring Inc)
Landlord Consent. If Landlord shall not exercise its option to terminate this Lease pursuant to Section 13.03(b) above, except as set forth in Section 13.13, Landlord shall not unreasonably delay, condition or withhold its consent to the proposed assignment or subletting referred to in Tenant’s Offer Notice, provided that the following further conditions shall be fulfilled:
have a period of ten (a) The Demised Premises shall not, without Landlord’s prior consent, have been listed or otherwise publicly advertised for assignment or subletting at a rental less than the Fixed Rent and Additional Rent. However, this shall not be deemed to prohibit Tenant from negotiating or consummating a sublease at a lower rental if Tenant shall first have offered to sublet the space involved to Landlord for the same rent and term by notice given with or after Tenant’s request for consent to the subletting or assignment. Landlord may accept such offer within thirty (3010) days from following such interview and receipt of such request for consent additional information (or twenty (20) days after receipt from the date of Tenant’s original notice if Landlord does not request additional information or an interview) within which to notify Tenant in writing that Landlord elects either (i) to reasonably decline Tenant’s request to assign or sublease (taking into account Landlord’s obligation not to unreasonably withhold its consent), in which event this Lease shall remain in full force and effect; (ii) to terminate this Lease as to the space so affected as of the offereffective date specified by Tenant, whichever is later;
(b) in which event Tenant shall not then will be in default relieved of all obligations hereunder beyond as to such space arising after the time herein provided, if any, to cure effective date of such default;
(c) The proposed assignee or subtenant shall have a financial standing, be of a character, be engaged in a business, termination and propose to use the Demised Premises in a manner consistent with the extent Tenant’s vacation and surrender of the obligations undertaken by the proposed assignee Premises; or subtenant;
(diii) No subletting shall end later than one (1) day before the Expiration Date of to permit Tenant to Assign this Lease or shall be for a term of less than two (2) years unless it commences less than two (2) years before the Expiration Date;
(e) There should be no more than three (3) subtenants in the Demised Premises;
(f) Tenant shall reimburse Landlord on demand for any actual costs that may be incurred by Landlord in connection with said assignment or subleasesublet such space, includingsubject, without limitationhowever, the costs of making investigations as to the acceptability prior written approval of the proposed assignee or subtenantsublessee by Landlord, and legal costs incurred in connection with such consent not to be unreasonably withheld so long as the granting use of any requested consent; and
(g) The the Premises by such proposed assignee or subtenant sublessee would be a Permitted Use, the proposed assignee or sublessee is engaged of sound financial condition as determined by Landlord in a business its reasonable discretion, the proposed assignee or sublessee executes such reasonable assumption documentation as Landlord shall require, and the Demised Premises will proposed assignee or sublessee is not a party with whom with whom Landlord has negotiated regarding a prospective lease in the preceding ninety (90) days (which negotiations have included, at a minimum, submittal of a written conditional offer or a letter of intent and counter offer or counter letter of intent). If Landlord fails to notify Tenant in writing of such election within such period, Landlord shall be used in deemed to have waived option (ii) above, but written approval by Landlord of the proposed assignee or sublessee shall still be required. Failure by Landlord to approve a manner, which is limited to the Permitted Useproposed subtenant or assignee shall not cause a termination of this Lease.
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