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Common use of Non-Transfers Clause in Contracts

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 13 or elsewhere in this Lease, Tenant may, from time to time, in its sole and absolute discretion, without the consent of Landlord or Master Landlord, provided that Tenant shall deliver to Landlord written notice thereof (except no such notice shall be required for any license or sublicense described in clause (a) hereinbelow which pertains to less than 5,000 rentable square feet of space within the Premises), do any or all of the following (collectively, “Permitted Transfers”), so long as any such Permitted Transfer was not entered into, and the transferee thereof was not formed, as a subterfuge by Tenant, to (1) avoid the obligations contained in this Article 13, or (2) adversely affect the ability of Tenant to satisfy its obligations under this Lease: (a) license and/or sublicense any or all of the Premises to any third parties (including customers of Tenant and customers of such customers) for Colocation; (b) assign, sublease, and/or otherwise transfer the Premises and/or this Lease, and/or Tenant’s interest therein, (i) to any affiliate of Tenant (including any entity that controls, is controlled by, or is under common control, with Tenant), and/or (ii) in connection with any merger, consolidation, sale of stock, sale of assets, sale of Tenant’s business and/or restructuring; and/or (c) assign this Lease (or any of Tenant’s property) as security for any financing obtained by Tenant in the ordinary course of Tenant’s business (and, in connection therewith, Tenant may record in the public records any subleasehold deed of trust or mortgage against the Premises, provided that such deed of trust or mortgage shall not impair Master Landlord’s title to the Project or Landlord’s title to this Lease).

Appears in 2 contracts

Samples: Lease (CoreSite Realty Corp), Lease (CoreSite Realty Corp)

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Non-Transfers. Notwithstanding anything to the contrary contained in this Article 13 or elsewhere in this Lease, Tenant may, from time to time, in its sole and absolute discretion, without the consent of Landlord or Master Landlord, provided that Tenant shall deliver to Landlord written notice thereof (except no such notice shall be required for any license or sublicense described in clause (a) hereinbelow which pertains to less than 5,000 rentable square feet of space within the Premises), do any or all of the following (collectively, “Permitted Transfers”), so long as any such Permitted Transfer was not entered into, and the transferee thereof was not formed, as a subterfuge by Tenant, to (1) avoid the obligations contained in this Article 13, or (2) adversely affect the ability of Tenant to satisfy its obligations under this Lease: (a) license and/or sublicense any or all of the Premises to any third parties (including customers of Tenant and customers of such customers) for Colocation; (b) assign, sublease, and/or otherwise transfer the Premises and/or this Lease, and/or Tenant’s interest therein, (i) to any affiliate of Tenant (including any entity that controls, is controlled by, or is under common control, with Tenant), and/or (ii) in connection with any merger, consolidation, sale of stock, sale of assets, sale of Tenant’s business and/or restructuring; and/or (c) assign this Lease (or any of Tenant’s property) as security for any financing obtained by Tenant in the ordinary course of Tenant’s business (and, in connection therewith, Tenant may record in the public records any subleasehold leasehold deed of trust or mortgage against the Premises, provided that such deed of trust or mortgage shall not impair Master Landlord’s title to the Project or Landlord’s title to this LeaseProject).

Appears in 2 contracts

Samples: Lease Agreement (CoreSite Realty Corp), Lease (CoreSite Realty Corp)

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Non-Transfers. Notwithstanding anything the foregoing provisions of this Article 10 to the contrary contained in this Article 13 or elsewhere in this Leasecontrary, Tenant may, from time to time, in its sole and absolute discretion, without the Landlord’s approval or consent of Landlord or Master Landlord, provided that Tenant shall deliver to Landlord written notice thereof (except no such notice shall be required for any license or sublicense described in clause (a) hereinbelow which pertains to less than 5,000 rentable square feet of space within the Premises), do any or all of the following (collectively, “Permitted Transfers”), so long as any such Permitted Transfer was not entered into, and the transferee thereof was not formed, as a subterfuge by Tenant, to (1) avoid the obligations contained in this Article 13, or (2) adversely affect the ability of Tenant to satisfy its obligations under this Lease: (a) license and/or sublicense any or all of the Premises to any third parties (including customers of Tenant and customers of such customers) for Colocation; (b) assign, sublease, and/or otherwise transfer the Premises and/or this Lease, and/or Tenant’s interest therein, (i) assign this Lease in its entirety (or sublease all or any portion of the Premises) to any affiliate Affiliate of Tenant (including any entity that controls, is controlled by, or is under common control, with Tenantas defined below), and/or (ii) enter into any of the transactions deemed an “assignment” pursuant to the provisions of Section 10.5 above (which is other than the dissolution of the partnership without immediate reconstitution thereof described in connection Section 10.5(i) above) with any mergersuch Affiliate, consolidationsubject to the following conditions: (A) such assignment or sublease is not a subterfuge by Tenant, sale of stockand such Affiliate was not created, sale of assets, sale of to avoid Tenant’s business and/or restructuringobligations under this Lease or this Article 10; and/or (cB) assign the Affiliate shall have assets sufficient, in Landlord’s reasonable discretion, to meet (or provide Landlord with a letter of credit or other credit enhancements sufficient to secure) the Affiliate’s obligations under the applicable assignment or sublease immediately after the effective date of the assignment or sublease, and shall continue to use the Premises for the permitted use set forth in this Lease; (C) any such assignment or sublease shall be subject and subordinate to all of the terms and provisions of this Lease, and any assignee under an assignment of this Lease (which for purposes hereof excludes any entity in a transaction involving only the transfer of Txxxxx’s ownership interests so long as Tenant remains in existence after such transfer) shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord prior to the effective date of such assignment, all the obligations of Tenant under this Lease, and (D) such assignment or sublease shall not relieve Tenant from any of Tenant’s propertyits obligations under this Lease. As used herein, an “Affiliate” shall mean: (l) as security for any financing obtained by Tenant in the ordinary course entity resulting from a merger or consolidation of Tenant’s ; (2) any entity succeeding to the business and assets of Tenant; or (and, in connection therewith, Tenant may record in 3) any majority-owned or majority-controlled subsidiary or affiliate of Tenant. Under no circumstances shall any assignment or sublease to an Affiliate pursuant to the public records any subleasehold deed provisions of trust or mortgage against the Premises, provided that such deed of trust or mortgage shall not impair Master this Section 10.6 be subject to Landlord’s title right to receive any Transfer Premium or recapture the Project or Landlord’s title Premises pursuant to this Lease)Sections 10.2 and 10.3 above.

Appears in 1 contract

Samples: Office Lease (bioAffinity Technologies, Inc.)

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