Assignment, Subleasing The LESSEE shall not assign or sublet the whole or any part of the leased premises without LESSOR'S written consent which consent shall not be unreasonably withheld or delayed. If such consent is given, LESSEE shall remain liable to LESSOR for the payment of all rent and for the full performance of the covenants and conditions of this Lease.
Sublease and Assignment Tenant shall have the right without Landlord's consent, to assign this Lease to a corporation with which Tenant may merge or consolidate, to any subsidiary of Tenant, to any corporation under common control with Tenant, or to a purchaser of substantially all of Tenant's assets. Except as set forth above, Tenant shall not sublease all or any part of the Leased Premises, or assign this Lease in whole or in part without Landlord's consent, such consent not to be unreasonably withheld or delayed.
No Prior Assignment There are no prior assignments of the Leases or any portion of the Rents due and payable or to become due and payable which are presently outstanding.
Pledge or Assignment With respect to Contracts that are “electronic chattel paper”, the authoritative copy of each Contract communicated to the Custodian has no marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Trust Collateral Agent.
Subletting and Assignment Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.
ASSIGNMENT, SUBLETTING AND MORTGAGING 11.1 Neither Tenant, nor Tenant's successors or assigns, shall (unless expressly permitted to do so) assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole or in part, or permit the same or any portion thereof to be used or occupied by others, without the prior consent in writing and approval of credit by Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed. If this Lease be so assigned or transferred, or if all or any part of the Demised Premises be sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, transferee, subtenant or occupant, and apply the net amount collected to the rent reserved herein, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any agreement, term, covenant or condition of this Lease, or the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable under this Lease. The consent by Landlord to an assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting shall not be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or subletting, mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, an assignment of this Lease shall include, without limitation the following: (a) if Tenant shall be a corporation and fifty percent (50%) or more of its voting stock or all or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and all or any portion of the interest of any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises to an affiliate, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignment.
Transfer or Assignment (i) Counterparty shall have the right to transfer or assign its rights and obligations hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions:
Assignment/Subletting Except as provided herein, Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.
Assignment; Sublease TRANSFER, LIEN Lessee shall not sublicense any part of the Premises, or assign, transfer or encumber in any manner this Lease Agreement or any right, privilege, license or interest conferred hereby. Paramount may assign or otherwise transfer this Lease Agreement or any portion hereof from time to time, and such transfer shall bind and inure to the benefit of its successors and assigns. It is agreed that Paramount is contracting the technical skills and expertise of the management and employees of Lessee and any significant change in ownership or management of Lessee shall require the consent of Paramount as if such change constituted an assignment of this Lease Agreement. Neither this Lease Agreement, nor any right, privilege, license or interest conferred hereby shall be transferable by operation of law, by reason of any bankruptcy, bankruptcy act, insolvency, receivership proceedings, attachment, execution, other judicial process or sale by or against Lessee, whether any of the same be voluntary or involuntary or judicial proceedings. Lessee shall not permit any lien to be imposed upon the Premises or upon any structures or improvements thereon. In the event a lien is imposed, Lessee shall cause it to be discharged promptly. Lessee shall indemnify Paramount for any loss, expense or cost incurred by it in connection with any such lien. Paramount retains the right to create, or permit mortgages, trust deeds, or other encumbrances to be imposed against and upon the Premises, any improvements thereon or interests therein, except against property owned by Lessee, which encumbrances, including principal, interest and costs and expenses in connection therewith, shall be prior to and superior to the interest of Lessee hereunder, and Lessee hereby agrees that this Lease Agreement is subject and subordinate to any such mortgage, trust deed or other encumbrance.
Termination or Assignment This Agreement may be terminated by the Corporation, or by Custodian, on sixty days' notice, given in writing and sent by registered mail to Custodian at P. O. Xxx 0000, Xxxxxxxxx, Xxxxxxxxx 00000, or to the Corporation at 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, as the case may be. Upon any termination of this Agreement, pending appointment of a successor to Custodian or a vote of the shareholders of any Fund to dissolve or to function without a custodian of its cash, securities and other property, Custodian shall not deliver cash, securities or other property of such Fund to the Corporation, but may deliver them to a bank or trust company in the City of Milwaukee of its own selection, having an aggregate capital, surplus and undivided profits, as shown by its last published report, of not less than Two Million Dollars ($2,000,000) as a custodian for the Corporation to be held under terms similar to those of this Agreement; provided, however, that Custodian shall not be required to make any such delivery or payment until full payment shall have been made by the Corporation of all liabilities constituting a charge on or against the properties then held by Custodian or on or against Custodian, and until full payment shall have been made to Custodian of all its fees, compensation, costs and expenses, subject to the provisions of Section 10 of this Agreement. This Agreement may not be assigned by Custodian without the consent of the Corporation, authorized or approved by a resolution of its Board of Directors.
