Notice and Procedure. If at any time during the Term, Tenant desires to assign or sublet all or any part of the Premises, then at least thirty (30) days, but not more than one hundred twenty (120) days, prior to the date when Tenant desires the assignment or subletting to be effective (the "Transfer Date"), Tenant shall give Landlord a notice (the "Transfer Notice") which shall set forth the name, address and business of the proposed assignee or sublessee, information (including financial statements and references) concerning the character of the proposed assignee or sublessee, a detailed description of the space proposed to be assigned or sublet, which must be a single, self-contained unit of not less than 1,000 rentable square feet (the "Space"), any rights of the proposed assignee or sublessee to use Tenant's improvements and the like, the Transfer Date, the proposed use for the Space, the term and the fixed rent and/or other consideration and all other material terms and conditions of the proposed assignment or subletting, all in such detail as Landlord may reasonably require. If Landlord requests additional detail, the Transfer Notice shall not be deemed to have been received until Landlord receives such additional detail. Landlord shall have the option, exercisable by giving notice to Tenant at any time within twenty (20) days after Landlord's receipt of the Transfer Notice, in the case of an assignment or sublease, to terminate this Lease as to the Space as of the date (the "Termination Date") set forth in Landlord's notice, in which event Tenant shall be relieved of all further obligations hereunder as to the Space as of the Termination Date. No failure of Landlord to exercise such option with respect to the Space shall be deemed to be Landlord's consent to the assignment or subletting of all or any portion of the Space. If Landlord does not exercise such option, Tenant shall be free to assign or sublet the Space to any entity or person upon receipt of Landlord's prior written consent, but only if Tenant's proposed assignment or sublease complies with the terms and provisions of this Article XII and each of the following conditions: (a) no Event of Default then exists under this Lease; (b) the assignment or sublease shall be on the same terms set forth in the Transfer Notice given to Landlord; (c) no assignment or sublease shall be valid, and no assignee or sublessee shall take possession of the Space, until an executed counterpart of the assignment or sublease has been delivered to Landlord; (d) no assignee or sublessee shall have a right further to assign or sublet; (e) any proposed subletting would not result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (f) the Monthly Base Rent (adjusted on a rentable square foot basis) shall be at or higher than the Monthly Base Rent then being agreed upon by Landlord on new leases in the Building for comparable size space for comparable terms and Tenant shall not grant greater concessions to the assignee or sublessee than is then being offered by Landlord (adjusted on a rentable square foot basis) to new tenants leasing a comparable amount of space for a comparable period of time; (g) no assignee or sublessee shall be an existing tenant of the Building; (h) no assignee or sublessee shall be a governmental entity or otherwise immune from the jurisdiction of the courts of the State of Iowa; and (i) fifty percent (50%) of any sums or other economic consideration received by Tenant as a result of such assignment or subletting (except reasonable leasing commissions) whether denominated rent or otherwise, which exceed, in the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease (prorated as to any sublease to reflect obligations allocable to that portion of the Premises subject to such sublease) shall be payable monthly to Landlord as additional rent under this Lease, without affecting or reducing any other obligation of Tenant hereunder.
Appears in 1 contract
Samples: Assignment and Assumption of Lease (West Bancorporation Inc)
Notice and Procedure. If at any time or from time to time during the Term, Tenant desires to assign this Lease with respect to, or sublet to sublet, all or any part of the Premises, then at least thirty (30) days, but not more than one hundred twenty (120) days, prior to the date when Tenant desires the assignment or subletting to be effective (the "“Transfer Date"”), Tenant shall give Landlord a notice (the "Transfer “Notice"”) which shall include the signed sublease or assignment (but for Landlord’s consent), and shall set forth the name, address and business of the proposed assignee or sublesseesubtenant, information (including financial statements and references) concerning the character of the proposed assignee or sublesseesubtenant, a detailed description of the space proposed to be assigned or sublet, which must be a single, self-contained unit of not less than 1,000 rentable square feet (the "“Space"”), any rights of the proposed assignee or sublessee subtenant to use Tenant's ’s improvements and the like, the Transfer Date, the proposed use for the Space, the term and the fixed rent and/or other consideration and all other material terms and conditions of the proposed assignment or subletting, all in such detail as Landlord may reasonably require. If Landlord requests additional detail, the Transfer Notice shall not be deemed to have been received until Landlord receives such additional detail. Except for transfers in the last sentence of Section 10.1 that do not require Landlord’s consent and for a sublease of only a portion of the Premises the term of which expires no later than one (1) year prior to the end of the Term, Landlord shall have the option, exercisable by giving notice to Tenant at any time within twenty thirty (2030) days after Landlord's ’s receipt of the Transfer Notice, : (a) in the case of an assignment or sublease, to terminate this Lease as to the Space as of the date (the "Termination Date") set forth in Landlord's noticeLease, in which event Tenant shall be relieved of all further obligations hereunder with respect thereto as of the Transfer Date; or (b) in the case of a sublease, terminate this Lease as to the Space, in which event Tenant shall be relieved of all further obligations hereunder with respect to the Space as of the Termination Transfer Date. No failure of Landlord to exercise such either option with respect to the Space shall be deemed to be Landlord's ’s consent to the assignment or subletting of all or any portion of the Space. If Landlord does not exercise such option, Tenant shall be free to assign or sublet the Space to any entity or person upon receipt of Landlord's prior written consent, but only if Tenant's proposed assignment or sublease complies with the terms and provisions of this Article XII and each of the following conditions:
(a) no Event of Default then exists under this Lease;
(b) the assignment or sublease shall be on the same terms set forth in the Transfer Notice given to Landlord;
(c) no assignment or sublease shall be valid, and no assignee or sublessee shall take possession of the Space, until an executed counterpart of the assignment or sublease has been delivered to Landlord;
(d) no assignee or sublessee shall have a right further to assign or sublet;
(e) any proposed subletting would not result in more than two subleases of portions of the Premises being in effect at any one time during the Term;
(f) the Monthly Base Rent (adjusted on a rentable square foot basis) shall be at or higher than the Monthly Base Rent then being agreed upon by Landlord on new leases in the Building for comparable size space for comparable terms and Tenant shall not grant greater concessions to the assignee or sublessee than is then being offered by Landlord (adjusted on a rentable square foot basis) to new tenants leasing a comparable amount of space for a comparable period of time;
(g) no assignee or sublessee shall be an existing tenant of the Building;
(h) no assignee or sublessee shall be a governmental entity or otherwise immune from the jurisdiction of the courts of the State of Iowa; and
(i) fifty percent (50%) of any sums or other economic consideration received by Tenant as a result of such assignment or subletting (except reasonable leasing commissions) whether denominated rent or otherwise, which exceed, in the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease (prorated as to any sublease to reflect obligations allocable to that portion of the Premises subject to such sublease) shall be payable monthly 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 (Wilshire Financial Services Group Inc)
Notice and Procedure. If Notwithstanding anything above to the contrary, if at any time or from time to time during the Term, Term Tenant desires to assign or sublet all or any part of the Premises, then at least thirty (30) days, but not more than one hundred twenty (120) days, prior to the date when Tenant desires the assignment or subletting to be effective (the "Transfer Date"), Tenant shall give Landlord a notice (the "Transfer Notice") which shall set forth the name, address and business of the proposed assignee or sublessee, information (including financial statements and references) concerning the character of the proposed assignee or sublessee, a detailed description of the space proposed to be assigned or sublet, which must be a single, self-contained unit of not less than 1,000 rentable square feet (the "Space"), any rights of the proposed assignee or sublessee to use Tenant's improvements and the like, the Transfer Date, the proposed use for the Space, the term and the fixed rent and/or other consideration consideration, and all other material terms and conditions of the proposed assignment or subletting, all in such detail as Landlord may reasonably require. If Landlord requests additional detail, the Transfer Notice shall not be deemed to have been received until Landlord receives such additional detail. Landlord shall have the option, exercisable by giving notice to Tenant at any time within twenty (20) days after Landlord's receipt of the Transfer Notice, (1) in the case of an assignment or sublease, to terminate this Lease as to the Space as of the date (the "Termination Date") set forth in Landlord's notice, in which event Tenant shall be relieved of all further obligations hereunder as to the Space as of the Termination Date; or (2) in the case of a sublease, to sublease the Space from Tenant upon the terms and conditions set forth in the Notice, except that the rent shall be the lower of the per square foot monthly Basic Rent and Additional Rent described in Articles 4 and 6 payable under this Lease for the Space, or that part of the rent and other consideration set forth in the Notice which is applicable to the Space. If Landlord exercises its option to sublet the Space, Tenant shall sublet the Space to Landlord upon the terms and conditions contained in the Notice; provided, however, that: (i) Landlord shall at all times under such sublease have the right and option further to sublet the Space without obtaining Tenant's consent or sharing any of the economic consideration received by Landlord; (ii) the provisions of Article 9 shall not be applicable thereto; (iii) Landlord and its subtenants shall have the right to use in common with Tenant all lavatories, corridors and lobbies which are within the Premises and the use of which is reasonably required for the use of the Space; (iv) Tenant shall have no right of setoff or abatement or any other right to assert a default hereunder by reason of any default by Landlord under such sublease; and (v) Landlord's liability under such sublease shall not be deemed assumed or taken subject to by any successor to Landlord's interest under this Lease. No failure of Landlord to exercise such either option with respect to the Space shall be deemed to be Landlord's consent to the assignment or subletting of all or any portion of the Space. If Landlord does not exercise such either option, Tenant shall be free to assign or sublet the Space space to any entity or person upon receipt of Landlord's prior written consent, which cannot be unreasonably withheld, but only if Tenant's proposed assignment or sublease complies complied with the terms and provisions of this Article XII and each of the following conditions:
(a) no Event of Default then exists under this Lease;
(b) the assignment or sublease shall be on the same terms set forth in the Transfer Notice given to Landlord;
(c) no assignment or sublease shall be valid, and no assignee or sublessee shall take possession of the Space, until an executed counterpart of the assignment or sublease has been delivered to Landlord;
(d) no assignee or sublessee shall have a right further to assign or sublet;
(e) any proposed subletting would not result in more than two subleases of portions of the Premises being in effect at any one time during the Term;
(f) the Monthly Base Rent (adjusted on a rentable square foot basis) shall be at or higher than the Monthly Base Rent then being agreed upon by Landlord on new leases in the Building for comparable size space for comparable terms and Tenant shall not grant greater concessions to the assignee or sublessee than is then being offered by Landlord (adjusted on a rentable square foot basis) to new tenants leasing a comparable amount of space for a comparable period of time;
(g) no assignee or sublessee shall be an existing tenant of the Building;
(h) no assignee or sublessee shall be a governmental entity or otherwise immune from the jurisdiction of the courts of the State of Iowa; and
(i) fifty percent (50%) of any sums or other economic consideration received by Tenant as a result of such assignment or subletting (except reasonable leasing commissions) whether denominated rent or otherwise, which exceed, in the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease (prorated as to any sublease to reflect obligations allocable to that portion of the Premises subject to such sublease) shall be payable monthly to Landlord as additional rent under this Lease, without affecting or reducing any other obligation of Tenant hereunder.
Appears in 1 contract
Notice and Procedure. If at any time or from time to time during the Term, Tenant desires to assign this Lease with respect to, or sublet to sublet, all or any part of the Premises, then at least thirty sixty (3060) days, but not more than one hundred twenty (120) days, prior to the date when Tenant desires the assignment or subletting to be effective (the "Transfer Date"), Tenant shall give Landlord a notice (the "Transfer Notice") which shall set forth the name, address and business of the proposed assignee or sublesseesubtenant, information (including financial statements and references) concerning the character of the proposed assignee or sublesseesubtenant, a detailed description of the space proposed to be assigned or sublet, which must be a single, self-contained unit of not less than 1,000 rentable square feet (the "Space"), any rights of the proposed assignee or sublessee subtenant to use Tenant's improvements and the like, the Transfer Date, the proposed use for the Space, the term and the fixed rent and/or other consideration and all other material terms and conditions of the proposed assignment or subletting, all in such detail as Landlord may reasonably require. In the event that Tenant desires to sublet all or any part of the Premises, Tenant shall in its Notice request from Landlord the asking price for space within the Building. Tenant shall not market or otherwise publicly broadcast a rental rate that is less than the Building asking price. Tenant shall pay within thirty (30) calendar days after receipt of Landlord's written demand, any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorneys' fees. If Landlord requests additional detail, the Transfer Notice shall not be deemed to have been received until Landlord receives such additional detail. Landlord shall have the option, exercisable by giving notice to Tenant at any time within twenty (20) days after Landlord's receipt of the Transfer Notice, : (a) in the case of an assignment or sublease, to terminate this Lease as to the Space as of the date (the "Termination Date") set forth in Landlord's noticeSpace, in which event Tenant shall be relieved of all further obligations hereunder as to the Space with respect thereto as of the Termination Transfer Date; or (b) in the case of a sublease, to sublet the Space from Tenant upon the terms and conditions set forth in the Notice, except that the rent shall be the lower of the per square foot monthly Base Rent and Additional Rent described in Section 4 payable under this Lease for the Space, or that part of the rent and other consideration set forth in the Notice which is applicable to the Space. No failure of Landlord to exercise such either option with respect to the Space shall be deemed to be Landlord's consent to the assignment or subletting of all or any portion of the Space. Upon written request by Tenant prior to Tenant's entering into an agreement with an assignee or subtenant, Landlord shall notify Tenant whether or not Landlord would exercise its right to terminate this Lease with respect to the Space. If Landlord does not exercise determines to waive its right to terminate this Lease with respect to the Space, it shall only be bound by such optionwaiver if Tenant delivers a Notice to Landlord within three (3) months after receipt of Landlord's waiver. In addition, no waiver by Landlord of its right to terminate this Lease with respect to any Space shall constitute or be deemed a waiver of such right with respect to future assignments or subleases, nor shall it be deemed a waiver of Landlord's right to withhold consent to any particular assignment or subletting. If, after receipt of any Notice, Landlord exercises its right to terminate this Lease with respect to the Space, Tenant shall be free have the right, exercisable by written notice to assign or Landlord within ten (10) days after receipt of Landlord's notice, to rescind its Notice. If Landlord exercises its option to sublet the Space, Tenant shall sublet the Space to any entity or person Landlord upon receipt of Landlord's prior written consent, but only if Tenant's proposed assignment or sublease complies with the terms and provisions of this Article XII and each of the following conditions:
(a) no Event of Default then exists under this Lease;
(b) the assignment or sublease shall be on the same terms set forth conditions contained in the Transfer Notice given to Landlord;
(c) no assignment or sublease shall be validexcept for monthly rent as specified above); provided, and no assignee or sublessee shall take possession of the Spacehowever, until an executed counterpart of the assignment or sublease has been delivered to Landlord;
(d) no assignee or sublessee shall have a right further to assign or sublet;
(e) any proposed subletting would not result in more than two subleases of portions of the Premises being in effect at any one time during the Term;
(f) the Monthly Base Rent (adjusted on a rentable square foot basis) shall be at or higher than the Monthly Base Rent then being agreed upon by Landlord on new leases in the Building for comparable size space for comparable terms and Tenant shall not grant greater concessions to the assignee or sublessee than is then being offered by Landlord (adjusted on a rentable square foot basis) to new tenants leasing a comparable amount of space for a comparable period of time;
(g) no assignee or sublessee shall be an existing tenant of the Building;
(h) no assignee or sublessee shall be a governmental entity or otherwise immune from the jurisdiction of the courts of the State of Iowa; and
that: (i) fifty percent (50%) Landlord shall at all times under such sublease have the right and option further to sublet the Space without obtaining Tenant's consent or sharing any of any sums or other the economic consideration received by Landlord; (ii) the provisions of Section 6 shall not be applicable thereto; (iii) Landlord and its subtenants shall have the right to use in common with Tenant as all lavatories, corridors and lobbies which are within the Premises and the use of which is reasonably required for the use of the Space; and (iv) Tenant shall have no right of setoff or abatement or any other right to assert a result default hereunder by reason of such assignment or subletting (except reasonable leasing commissions) whether denominated rent or otherwise, which exceed, in the aggregate, the total sums which Tenant is obligated to pay any default by Landlord under this Lease (prorated as to any sublease to reflect obligations allocable to that portion of the Premises subject to such sublease) shall be payable monthly to Landlord as additional rent under this Lease, without affecting or reducing any other obligation of Tenant hereunder.
Appears in 1 contract
Notice and Procedure. If at any time or from time to time during the Term, Tenant desires to assign or sublet Transfer all or any part of the Premises, Premises (except as set forth in Section 12.07) then at least thirty fifteen (3015) days, but not more than one hundred twenty (120) days, prior to the date when Tenant desires the assignment or subletting Transfer to be effective (the "“Transfer Date"”), Tenant shall give Landlord a notice (the "“Transfer Notice"”) which shall set forth the name, address and business of the proposed assignee or sublesseeTransferee, information (including financial statements and references) concerning the character of the proposed assignee or sublesseeTransferee, a detailed description of the space proposed to be assigned or sublet, which must be a single, self-contained unit of not less than 1,000 rentable square feet Transferred (the "“Transfer Space"”), any rights of the proposed assignee or sublessee Transferee to use Tenant's ’s improvements and the like, the Transfer Date, the proposed use for the Transfer Space, the term and the fixed rent and/or other consideration and all other material terms and conditions of the proposed assignment or sublettingTransfer, all in such detail as Landlord may reasonably require. If Landlord reasonably requests additional detail, the Transfer Notice shall not be deemed to have been received until Landlord receives such additional detail. Landlord shall have the option, exercisable by giving notice to Tenant at any time within twenty (20) days after Landlord's ’s receipt of the Transfer Notice, Notice (a) in the case of an assignment a Transfer (other than a sublease or subleasetransactions covered by Section 12.07), to terminate this Lease as to the Transfer Space as of the date (the "Termination Date") Transfer Date set forth in Landlord's ’s notice, in which event Tenant shall be relieved of all further obligations hereunder as to the Transfer Space as of the Termination Transfer Date; or (b) in the case of a sublease other than as covered by Section 12.07, to sublease the Transfer Space from Tenant upon the terms and conditions set forth in the Transfer Notice. If Landlord exercises its option to sublet the Transfer Space, Tenant shall sublet the Transfer Space to Landlord upon the terms and conditions contained in the Transfer Notice; provided, however, that: (i) Landlord shall at all times under such sublease have the right and option further to sublet the Transfer Space without obtaining Tenant’s consent or sharing any of the economic consideration received by Landlord in which event Tenant shall be relieved of all further obligations hereunder as to the Transfer Space as of the date of such further sublease (but only during the term of such further sublease); (ii) the provisions of Article 8 shall not be applicable thereto; (iii) Landlord and its tenants shall have the right to use in common with Tenant all lavatories, corridors and lobbies which are within the Premises and the use of which is reasonably required for the use of the Transfer Space; (iv) Tenant shall have no right of setoff or abatement or any other right to assert a default hereunder by reason of any default by Landlord under such sublease; and (v) Landlord’s liability under such sublease shall not be deemed assumed or taken subject to by any successor to Landlord’s interest under this Lease. No failure of Landlord to exercise such either option with respect to the Transfer Space shall be deemed to be Landlord's ’s consent to the assignment or subletting Transfer of all or any portion of the Transfer Space. If Landlord does not exercise such either option, Tenant shall be free to assign or sublet Transfer the Transfer Space to any entity or person upon receipt of Landlord's ’s prior written consent, which cannot be unreasonably withheld, conditioned, or delayed but only if Tenant's ’s proposed assignment or sublease Transfer complies with the terms and provisions of this Article XII 12 and each of the following conditions:
(a) no No Event of Default beyond any applicable notice and cure period hereunder then exists under this Lease;
(b) the assignment or sublease The Transfer shall be on the same terms set forth in the Transfer Notice given to Landlord;
(c) no assignment or sublease No Transfer shall be valid, and no assignee or sublessee Transferee shall take possession of the Transfer Space, until an executed counterpart of the assignment or sublease Transfer has been delivered to Landlord;
(d) no assignee or sublessee No Transferee shall have a right further to assign Transfer without the consent of Landlord (which may be withheld or subletconditioned in Landlord’s sole and absolute discretion);
(e) any Any proposed subletting would not result in more than two subleases of portions of the Premises being in effect at any one time during the Term;
(f) the Monthly Base Rent [Intentionally Deleted];
(adjusted on a rentable square foot basisg) No Transferee shall be at or higher than the Monthly Base Rent then being agreed upon by Landlord on new leases an existing tenant in the Building for comparable size space for comparable terms and Tenant shall unless Landlord does not grant greater concessions to the assignee or sublessee than is then being offered by Landlord (adjusted on a rentable square foot basis) to new tenants leasing have a comparable amount of space in the Building then available for a comparable period of time;
(g) no assignee or sublessee shall be an existing tenant of the Buildingdirect lease;
(h) no assignee or sublessee No Transferee shall be a governmental entity or otherwise immune from the jurisdiction of the courts of the State of Iowa; andCalifornia;
(i) fifty percent (50%) No proposed Transfer would result in an increase in the number of any sums people in excess of one person per each 225 rentable square feet in the Premises, or other economic consideration received by Tenant as a result would cause an increase in Landlord’s Direct Expenses over the amount of such assignment or subletting (except reasonable leasing commissions) whether denominated rent or otherwise, which exceed, in the aggregate, the total sums which Tenant is obligated Direct Expenses existing prior to such Transfer unless such proposed Transferee agrees to pay Landlord under this Lease (prorated as to any sublease to reflect obligations allocable to that portion of the Premises subject to such sublease) shall be payable monthly to Landlord as additional rent under this Lease, without affecting or reducing any other obligation of Tenant hereunderincrease in Direct Expenses.
Appears in 1 contract
Samples: Office Lease (Medivation, Inc.)
Notice and Procedure. If at any time or from time to time during the Term, Tenant desires to assign this Lease with respect to, or sublet to sublet, all or any part of the Premises, then at least thirty (30) days, but not more than one hundred twenty (120) days, prior to the date when Tenant desires the assignment or subletting to be effective (the "“Transfer Date"”), Tenant shall give Landlord a notice (the "Transfer “Notice"”) which shall include the signed sublease or assignment (but for Landlord’s consent), and shall set forth the name, address and business of the proposed assignee or sublesseesubtenant, information (including financial statements and references) concerning the character of the proposed assignee or sublesseesubtenant, a detailed description of the space proposed to be assigned or sublet, which must be a single, self-contained unit of not less than 1,000 rentable square feet (the "“Space"”), any rights of the proposed assignee or sublessee subtenant to use Tenant's ’s improvements and the like, the Transfer Date, the proposed use for the Space, the term and the fixed rent and/or other consideration and all other material terms and conditions of the proposed assignment or subletting, all in such detail as Landlord may reasonably require. If Landlord requests additional detail, the Transfer Notice shall not be deemed to have been received until Landlord receives such additional detail. Landlord shall have the option, exercisable by giving notice to Tenant at any time within twenty (20) days after Landlord's ’s receipt of the Transfer Notice, : (a) in the case of an assignment or sublease, to terminate this Lease as to the Space as of the date (the "Termination Date") set forth in Landlord's noticeSpace, in which event Tenant shall be relieved of all further obligations hereunder with respect thereto as of the Transfer Date; or (b) in the case of a sublease, terminate this Lease as to the Space as of the Termination DateSpace. No failure of Landlord to exercise such either option with respect to the Space shall be deemed to be Landlord's ’s consent to the assignment or subletting of all or any portion of the Space. If Landlord does not exercise such option, Tenant shall be free to assign or sublet the Space to any entity or person upon receipt of Landlord's prior written consent, but only if Tenant's proposed assignment or sublease complies with the terms and provisions of this Article XII and each of the following conditions:
(a) no Event of Default then exists under this Lease;
(b) the assignment or sublease shall be on the same terms set forth in the Transfer Notice given to Landlord;
(c) no assignment or sublease shall be valid, and no assignee or sublessee shall take possession of the Space, until an executed counterpart of the assignment or sublease has been delivered to Landlord;
(d) no assignee or sublessee shall have a right further to assign or sublet;
(e) any proposed subletting would not result in more than two subleases of portions of the Premises being in effect at any one time during the Term;
(f) the Monthly Base Rent (adjusted on a rentable square foot basis) shall be at or higher than the Monthly Base Rent then being agreed upon by Landlord on new leases in the Building for comparable size space for comparable terms and Tenant shall not grant greater concessions to the assignee or sublessee than is then being offered by Landlord (adjusted on a rentable square foot basis) to new tenants leasing a comparable amount of space for a comparable period of time;
(g) no assignee or sublessee shall be an existing tenant of the Building;
(h) no assignee or sublessee shall be a governmental entity or otherwise immune from the jurisdiction of the courts of the State of Iowa; and
(i) fifty percent (50%) of any sums or other economic consideration received by Tenant as a result of such assignment or subletting (except reasonable leasing commissions) whether denominated rent or otherwise, which exceed, in the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease (prorated as to any sublease to reflect obligations allocable to that portion of the Premises subject to such sublease) shall be payable monthly to Landlord as additional rent under this Lease, without affecting or reducing any other obligation of Tenant hereunder.
Appears in 1 contract
Samples: Building Lease (Zulily, Inc.)
Notice and Procedure. If at any time or from time to time during the Term, Tenant desires to assign this Lease with respect to, or sublet to sublet, all or any part of the Premises, then at least thirty ten (3010) business days, but not more than one hundred twenty (120) days, prior to the date when Tenant desires the assignment or subletting to be effective (the "“Transfer Date"”), Tenant shall give Landlord a notice (the "Transfer “Notice"”) which shall set forth the name, address and business of the proposed assignee or sublessee, subtenant; information (including financial statements and references) concerning the character of the proposed assignee or sublesseesubtenant; in the case of a subletting, a detailed description of the space proposed to be assigned or subletsublet (the “Space”) which Space, which if it does not consist of the entire Premises, must be a single, self-contained unit of not less than 1,000 rentable square feet (the "Space"), demised by Tenant in accordance with all applicable laws; any rights of the proposed assignee or sublessee subtenant to use Tenant's ’s improvements and the like, ; the Transfer Date, the proposed use for the Space, the term ; and the fixed rent and/or other consideration and all other material terms and conditions of the proposed assignment or subletting, all in such detail as Landlord may reasonably require. If Landlord requests additional detail, the Transfer Notice shall not be deemed to have been received until Landlord receives such additional detail. Landlord shall have the option, exercisable by giving notice to Tenant at any time within twenty ten (2010) business days after Landlord's ’s receipt of the Transfer Notice, Notice (the “Recapture Period”) (a) in the case of an assignment or sublease, to terminate this Lease in its entirety or as to the Space as Space, for a term or sublease term for all or substantially all of the date (the "Termination Date") set forth in Landlord's noticeremaining Term, as applicable, in which event Tenant shall be relieved of all further obligations hereunder with respect thereto as of the Transfer Date; or (b) in the case of a sublease, to sublet the Space from Tenant upon the terms and conditions set forth in the Notice, except that the rent shall be the lower of the per square foot Monthly Base Rent and additional rent described in Article 4 payable under this Lease for the Space, or that part of the rent and other consideration set forth in the Notice which is applicable to the Space as of the Termination Date(each, a “Recapture Right”). No failure of Landlord to exercise such option with respect to the Space a Recapture Right shall be deemed to be Landlord's ’s consent to the assignment of this Lease or the subletting of all or any portion of the Premises. Upon request by Tenant prior to Tenant’s entering into an agreement with an assignee or subtenant, Landlord shall notify Tenant whether or not Landlord would exercise its right to terminate this Lease or with respect to the Space, as applicable. If Landlord does not exercise determines to waive its right to terminate this Lease or with respect to the Space, as applicable, Landlord shall only be bound by such optionwaiver if Tenant delivers a Notice to Landlord within three (3) months after receipt of Landlord’s waiver. In addition, no waiver by Landlord of its right to terminate this Lease or with respect to any Space, as applicable, shall constitute or be deemed a waiver of such right with respect to future assignments or subleases, nor shall it be deemed a waiver of Landlord’s right to withhold consent to any particular assignment or subletting. If, after receipt of any Notice, Landlord exercises its right to terminate this Lease or with respect to the Space, as applicable, Tenant shall be free have the right, exercisable by written notice to assign or Landlord within ten (10) days after receipt of Landlord’s notice, to rescind its Notice. If Landlord exercises its option to sublet the Space, Tenant shall sublet the Space to any entity or person Landlord upon receipt of Landlord's prior written consent, but only if Tenant's proposed assignment or sublease complies with the terms and provisions of this Article XII and each of the following conditions:
(a) no Event of Default then exists under this Lease;
(b) the assignment or sublease shall be on the same terms set forth conditions contained in the Transfer Notice given to Landlord;
(c) no assignment or sublease shall be validexcept for monthly rental as specified above); provided, and no assignee or sublessee shall take possession of the Spacehowever, until an executed counterpart of the assignment or sublease has been delivered to Landlord;
(d) no assignee or sublessee shall have a right further to assign or sublet;
(e) any proposed subletting would not result in more than two subleases of portions of the Premises being in effect at any one time during the Term;
(f) the Monthly Base Rent (adjusted on a rentable square foot basis) shall be at or higher than the Monthly Base Rent then being agreed upon by Landlord on new leases in the Building for comparable size space for comparable terms and Tenant shall not grant greater concessions to the assignee or sublessee than is then being offered by Landlord (adjusted on a rentable square foot basis) to new tenants leasing a comparable amount of space for a comparable period of time;
(g) no assignee or sublessee shall be an existing tenant of the Building;
(h) no assignee or sublessee shall be a governmental entity or otherwise immune from the jurisdiction of the courts of the State of Iowa; and
that: (i) fifty percent (50%) Landlord shall at all times under such sublease have the right and option further to sublet the Space without obtaining Tenant’s consent or sharing any of any sums or other the economic consideration received by Landlord; (ii) the provisions of Article 6 shall not be applicable thereto; and (iii) Landlord and its subtenants shall have the right to use in common with Tenant as a result all lavatories, corridors and lobbies which are within the Premises and the use of such assignment or subletting (except reasonable leasing commissions) whether denominated rent or otherwise, which exceed, in is reasonably required for the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease (prorated as to any sublease to reflect obligations allocable to that portion use of the Premises subject to such sublease) shall be payable monthly to Landlord as additional rent under this Lease, without affecting or reducing any other obligation of Tenant hereunderSpace.
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Samples: Lease Agreement (Durect Corp)
Notice and Procedure. If at any time or from time to time during the Term, Tenant desires to assign or sublet all or any part of the Premises, then at least thirty (30) days, but not more than one hundred twenty (120) days, prior to the date when Tenant desires the assignment or subletting to be effective (the "“Transfer Date"”), Tenant shall give Landlord a notice (the "Transfer “Notice"”) which shall set forth the name, address and business of the proposed assignee or sublessee, information (including financial statements and references) concerning the character of the proposed assignee or sublessee, a detailed description of the space proposed to be assigned or sublet, which must be a single, self-contained unit of not less than 1,000 rentable square feet (the "“Space"”), any rights of the proposed assignee or sublessee to use Tenant's ’s improvements and the like, the Transfer Date, the proposed use for the Space, the term and the fixed rent and/or other consideration and all other material terms and conditions of the proposed assignment or subletting, all in such detail as Landlord may reasonably require. If Landlord requests additional detail, the Transfer Notice shall not be deemed to have been received until Landlord receives such additional detail. Landlord shall deliver written notice to Tenant of Landlord’s consent or absence of consent to any assignment or sublease within twenty (20) business days after Landlord’s receipt of the Notice. If Landlord fails to deliver written notice of its consent to an assignment or sublease within twenty (20) business days after Landlord’s receipt of the Notice, then Landlord shall be deemed to have consented thereto. Notwithstanding the foregoing, in the event of an assignment or sublease for more than fifty percent (50%) of the Premises, Landlord shall have the option, exercisable by giving notice to Tenant at any time within twenty (20) days after Landlord's ’s receipt of the Transfer Notice, Notice (a) in the case of an assignment or sublease, to terminate this Lease as to the Space as of the date (the "Termination Transfer Date") set forth in Landlord's notice, in which event Tenant shall be relieved of all further obligations hereunder as to the Space; or (b) in the case of a sublease, to sublease the Space as from Tenant upon the terms and conditions set forth in the Notice, except that the rent shall be the lower of the Termination Dateper square foot Monthly Base Rent and additional Rent described in Articles 2 and 3 payable under this Lease for the Space, or that part of the rent and other consideration set forth in the Notice which is applicable to the Space. If Landlord exercises its option to sublet the Space, then Tenant shall sublet the Space to Landlord upon the terms and conditions set forth in clause (b) above; provided, however, that: (i) Landlord shall at all times under such sublease have the right and option further to sublet the Space without obtaining Tenant’s consent or sharing any of the economic consideration received by Landlord; (ii) the provisions of Section 7.2 shall not be applicable thereto; (iii) Landlord and its subtenants shall have the right to use in common with Tenant all lavatories, corridors and lobbies which are within the Premises and the use of which is reasonably required for the use of the Space; (iv) Tenant shall have no right of set-off or abatement or any other right to assert a default hereunder by reason of any default by Landlord under such sublease; and (v) Landlord’s liability under such sublease shall not be deemed assumed or taken subject to by any successor to Landlord’s interest under this Lease. No failure of Landlord to exercise such either option with respect to the Space shall be deemed to be Landlord's ’s consent to the assignment or subletting of all or any portion of the Space. If Landlord does not exercise such either option, and Landlord shall have consented to the assignment or sublease of the Space, then Tenant shall be free to assign or sublet the Space to any entity or person upon receipt of Landlord's prior written consent, but only if Tenant's proposed assignment or sublease complies with the terms and provisions of this Article XII and each of third party subject to the following conditions:
(a) no Event of Default then exists under this Lease;
(b) the The assignment or sublease shall be on the same terms set forth in the Transfer Notice given to Landlord;
(cb) no No assignment or sublease shall be valid, valid and no assignee or sublessee shall take possession of the Space, Space until Landlord has consented in writing to any such assignment or sublease and an executed counterpart of the assignment or sublease has been delivered to Landlord;
(dc) Each sublessee (but no assignee or sublessee of any sublessee) shall sublet to no more than one subtenant, and no sublessee of any sublessee shall have a the right to further to assign or sublet;
(ed) any Any proposed subletting would not result in more than two subleases one sublease of portions of the Premises located on the 4th floor of the Building being in effect at any one time during the Term;
(fe) If the Monthly Base Rent (adjusted on a rentable square foot basis) Lease shall be at assigned, or higher than the Monthly Base Premises shall be sublet, Landlord may collect Rent then being agreed upon by Landlord on new leases directly from any such assignee or sublessee, as the case may be, in the Building for comparable size space for comparable terms and Tenant shall not grant greater concessions to the assignee or sublessee than is then being offered event of default by Landlord (adjusted on a rentable square foot basis) to new tenants leasing a comparable amount of space for a comparable period of time;
(g) no assignee or sublessee shall be an existing tenant of the Building;
(h) no assignee or sublessee shall be a governmental entity or otherwise immune from the jurisdiction of the courts of the State of IowaTenant; and
(if) Tenant shall pay to Landlord, as additional rent under this Lease, without affecting or reducing any other obligation of Tenant hereunder, (a) fifty percent (50%) of any sums or other economic consideration received by Tenant as a result of such assignment or subletting (except reasonable leasing commissions) whether denominated rent or otherwise, which exceed, in the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease (prorated as to any sublease to reflect obligations allocable to that portion of the Premises subject to such sublease) as offset by (b) the sum of the following costs to the extent they are reasonable and incurred by Tenant in connection with the sublease or assignment: (i) any brokerage commissions; (ii) legal fees in connection with the sublease or assignment; (iii) the cost of tenant improvements installed by the Tenant in the Space in connection with the sublease or assignment and (iv) the cost of any other concessions reasonably incurred to induce a subtenant or assignee to enter into such sublease or assignment (but no amount shall be payable monthly deducted to reflect periods when any portion of the Premises is vacant). Tenant shall deliver to Landlord a statement within thirty (30) days after the end of each calendar year in which any part of the Term occurs specifying as additional rent under to such calendar year, and within thirty (30) days after the expiration or earlier termination of the Term, specifying with respect to the elapsed portion of the calendar year in which such expiration or termination occurs, each sublease and assignment in effect during the period covered by such statement and, the date of its execution and delivery, the number of square feet of the rentable area demised thereby, and the term thereof; and a computation in reasonable detail showing: (x) the amounts (if any) paid and payable by Tenant to Landlord pursuant to this Lease, without affecting Section 8 with respect to any such sublease or reducing assignment for the period covered by such statement and (y) the amounts (if any) paid and payable by Tenant to Landlord pursuant to this Section 8 with respect to any other obligation of Tenant hereunderpayments received from a sublessee or assignee during such period but which relate to an earlier period.
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