Common use of Permitted Assignment Clause in Contracts

Permitted Assignment. Notwithstanding the foregoing, Tenant may, without Landlord’s consent, (a) permit the Transfer of direct or indirect interests in Tenant on a nationally or internationally recognized stock exchange or stock quotation system, (b) assign this Lease to an Affiliate with equal or greater financial capability, (c) cause or permit a Transfer to occur in connection with a Leasehold Mortgage or Mezzanine Financing in accordance with Article 15, (d) after the completion of the Project, if the Project becomes a multi-family rental project, assign this Lease to, and have this Lease assumed by, a Qualified Purchaser, (e) sell Condominium Units, or (f) after the recording of the Condominium Declaration, assign this Lease to the Condominium Association, and upon the assignment of this Lease to, and the assumption of this Lease by, the Condominium Association, which shall become the Tenant under this Lease, Landlord shall be conclusively deemed (i) to have consented to the assignment, sale, conveyance or transfer of any Condominium Unit in the Condominium from time to time to the assignee, purchaser or transferee thereof at any time through and including the expiration of the Lease Term, including without limitation the mortgage, pledge, collateral assignment, hypothecation or similar encumbrance, from time to time, of any Condominium Unit(s) by the owner(s) thereof from time to time, and (ii) to have conclusively waived any right to approve any such assignment, sale, conveyance, mortgage or transfer of any Condominium Unit in the Condominium, or the assignee, purchaser, transferee or mortgagee of a Condominium Unit in the Condominium. Further, upon the assignment of this Lease to, and the assumption of this Lease by, the Condominium Association, Tenant shall be entitled to retain the right to continue to sell Condominium Units for so long as any Condominium Units continue to be owned by the initial Tenant under this Lease or an Affiliate. No such assignment or sublease, nor any amendment thereto, shall be effective unless and until Xxxxxx delivers to Landlord, within 30 days of execution thereof, a duplicate original of the fully-executed instrument of assignment and assumption, sublease or amendment. Tenant shall not, except as expressly permitted hereby, assign this Lease to any party that is not a Qualified Purchaser without the prior written consent of Landlord. Except as expressly provided herein and in Section 6.1, Subleases of the Private Facilities shall not be restricted.‌

Permitted Assignment. Notwithstanding Anything in this Section or this lease to the foregoingcontrary notwithstanding, Landlord consents to the assignment or sublease of this lease to any entity controlling, controlled by or under common control with Tenant, or to any entity into which Tenant maymay be merged or consolidated, without Landlord’s consentor any person or entity which is a successor to the business of Tenant, by purchase thereof or by arrangement effected pursuant to any law or regulatory agency action having or asserting such authority (provided such merger, consolidation or purchase is for a valid business purpose and not principally for the purpose of transferring the leasehold estate created hereby), and provided that (i) the successor to Tenant resulting from the merger, consolidation or purchase is a bona fide entity, (aii) permit the Transfer of direct or indirect interests in successor to Tenant on has a nationally or internationally recognized stock exchange or stock quotation systemnet worth, (b) assign this Lease to an Affiliate with equal or greater financial capability, (c) cause or permit a Transfer to occur in connection with a Leasehold Mortgage or Mezzanine Financing computed in accordance with Article 15generally accepted accounting principles, (d) after at least equal to the completion greater of the Project, if the Project becomes a multi-family rental project, assign this Lease to, and have this Lease assumed by, a Qualified Purchaser, (e) sell Condominium Units, or (f) after the recording net worth of Tenant as of the Condominium Declaration, assign this Lease to the Condominium Association, and upon the assignment date of this Lease to, and the assumption of this Lease by, the Condominium Association, which shall become the Tenant under this Lease, Landlord shall be conclusively deemed (i) to have consented to the assignment, sale, conveyance or transfer of any Condominium Unit in the Condominium from time to time to the assignee, purchaser or transferee thereof at any time through and including the expiration of the Lease Term, including without limitation the mortgage, pledge, collateral assignment, hypothecation or similar encumbrance, from time to time, of any Condominium Unit(s) by the owner(s) thereof from time to timelease, and (iiiii) proof satisfactory to Landlord of such net worth shall have conclusively waived any right been delivered to approve any such assignment, sale, conveyance, mortgage or transfer Landlord at least 30 days prior to the effective date of any Condominium Unit in the Condominium, or the assignee, purchaser, transferee or mortgagee of a Condominium Unit in the Condominium. Further, upon the assignment of this Lease to, and the assumption of this Lease by, the Condominium Association, Tenant shall be entitled to retain the right to continue to sell Condominium Units for so long as any Condominium Units continue to be owned by the initial Tenant under this Lease or an Affiliatetransaction. No such assignment or sublease, nor any amendment thereto, sublease of this lease shall be effective valid or binding upon Landlord unless the Tenant shall have complied with the provisions of this Section and until Xxxxxx delivers this Article 13. In the case of an assignment, the assignee shall execute, acknowledge and deliver to LandlordLandlord an agreement, within 30 days in recordable form, whereby the assignee agrees unconditionally to be bound by and perform all the obligations of execution thereof, a duplicate original Tenant hereunder then accrued and thereafter accruing and further expressly agrees that notwithstanding such assignment the provisions of this Article shall continue to be binding upon such assignee with respect to all future assignments. The failure or refusal of the fully-executed instrument of assignment and assumptionassignee to execute, sublease acknowledge or amendment. Tenant deliver such an agreement shall not, except as expressly permitted hereby, assign this Lease to any party that is not a Qualified Purchaser without release the prior written consent of Landlord. Except as expressly provided herein and in Section 6.1, Subleases assignee from its liability for the performance of the Private Facilities shall not be restricted.‌obligations of Tenant hereunder assumed by acceptance of the assignment of this lease.*

Permitted Assignment. Notwithstanding This Agreement shall not be assignable by Seller without the foregoingprior written consent of Purchaser, Tenant may, without Landlord’s consent, except that this Agreement (a) permit may be assigned by Seller without the Transfer requirement for such consent (but with notice to Purchaser) (i) to any Lender from time to time providing financing to Seller or its affiliate with respect to all or any portion of direct the Project or indirect interests in Tenant on a nationally (ii) to any Lender or internationally recognized stock exchange or stock quotation system, (b) assign this Lease to an Affiliate with equal or greater financial capability, (c) cause or permit a Transfer to occur its designee in connection with a Leasehold Mortgage foreclosure or Mezzanine Financing in accordance with Article 15, (d) after the completion other exercise of the Project, if the Project becomes a multi-family rental project, assign this Lease to, and have this Lease assumed by, a Qualified Purchaser, (e) sell Condominium Units, or (f) after the recording of the Condominium Declaration, assign this Lease to the Condominium Association, and upon the assignment of this Lease to, and the assumption of this Lease by, the Condominium Association, which shall become the Tenant under this Lease, Landlord shall be conclusively deemed (i) to have consented to the assignment, sale, conveyance or transfer of any Condominium Unit in the Condominium from time to time to the assignee, purchaser or transferee thereof at any time through and including the expiration of the Lease Term, including without limitation the mortgage, pledge, collateral assignment, hypothecation or similar encumbrance, from time to time, of any Condominium Unit(s) by the owner(s) thereof from time to timeremedies, and (iib) to have conclusively unless otherwise waived any right to approve any such assignment, sale, conveyance, mortgage or transfer of any Condominium Unit in the Condominium, or the assignee, purchaser, transferee or mortgagee of a Condominium Unit in the Condominium. Further, upon the assignment of this Lease to, and the assumption of this Lease by, the Condominium Association, Tenant shall be entitled to retain the right to continue to sell Condominium Units for so long as any Condominium Units continue to be owned by the initial Tenant under this Lease or an Affiliate. No such assignment or sublease, nor any amendment theretoPurchaser, shall be effective unless and until Xxxxxx delivers assigned in whole or in part by Seller without the requirement for such consent (but with notice to LandlordPurchaser) in the event of a sale by Seller of all or a substantial portion of Seller's interest in the Facility, within 30 days with the purchaser of execution thereof, a duplicate original Seller's interest in the Facility assuming Seller's obligations under this Agreement in the same percentage as the portion of Seller's interest being transferred bears to Seller's entire interest in the fully-executed instrument of assignment and assumption, sublease or amendmentFacility. Tenant This Agreement shall not, except as expressly permitted hereby, assign this Lease to any party that is not a Qualified be assignable by Purchaser without the prior written consent of LandlordSeller, provided, however, that Purchaser may assign this Agreement to another Customer without the requirement for such consent (but with notice to Seller) so long as such Customer has not experienced a Material Adverse Change under its PPA. Except as expressly provided herein and Any such transferee, assignee or purchaser (other than a Lender through collateral assignment in connection with a lease or other financing transaction permitted under Section 6.1, Subleases 6.2.8 of the Private Facilities Ownership Agreement) shall confirm its willingness to accept all of the assigning Party's obligations under this Agreement by writing reasonably acceptable to the non-assigning Party. Any such assignee, transferee or purchaser (other than a Lender through collateral assignment in connection with a lease or other financing transaction permitted under Section 6.2.8 of the Ownership Agreement) must be sufficiently creditworthy and otherwise capable of performing all of the assigning Party's obligations under this Agreement. No assignment or transfer of this Agreement by a Party shall be permitted during any period in which an Event of Default of such Party shall have occurred and be continuing and not cured, unless the other Party shall agree. No assignment of this Agreement shall relieve the assigning Party of any of its obligations under this Agreement, except that the assignor shall be restricted.‌released from its obligations under this Agreement at such time as all future obligations of the assignor hereunder shall have been assumed by the assignee in a written agreement delivered to the other Party. Any assignment that does not comply with the provisions of this Section 17 shall be null and void.

Permitted Assignment. Notwithstanding the foregoing, Tenant mayshall have the right, upon 30 days’ prior written notice to Landlord but without obtaining Landlord’s prior written consent, to (a) permit the Transfer of direct or indirect interests in Tenant on a nationally or internationally recognized stock exchange or stock quotation system, (bi) assign this Lease to an Affiliate with equal or greater financial capability, (c) cause or permit a Transfer to occur in connection with a Leasehold Mortgage or Mezzanine Financing in accordance with Article 15, (d) after the completion sublet any portion of the ProjectPremises to any entity controlling, if the Project becomes a multi-family rental project, assign this Lease to, and have this Lease assumed controlled by, or under common control with Tenant (a Qualified Purchaser“Permitted Assignment”), (e) sell Condominium Units, or (f) after the recording of the Condominium Declaration, assign this Lease to the Condominium Association, and upon the assignment of this Lease to, and the assumption of this Lease by, the Condominium Association, which shall become the Tenant under this Lease, provided that Landlord shall be conclusively deemed (i) have the right to have consented to approve the assignment, sale, conveyance or transfer form of any Condominium Unit in the Condominium from time to time to the assignee, purchaser such sublease or transferee thereof at any time through and including the expiration of the Lease Term, including without limitation the mortgage, pledge, collateral assignment, hypothecation or similar encumbrance, from time to time, of any Condominium Unit(s) by the owner(s) thereof from time to time, and (ii) permit a business entity that is a contractor or collaborator of Tenant, or otherwise has a business relationship with Tenant, and is providing Tenant services in the course of Tenant’s business operations at the Premises or is occupying the Building in furtherance of such business relationship with Tenant (a “Collaborator”) to use a portion of the Premises for any Permitted Use; provided, however, that (A) Tenant receives no compensation for such Collaborator use, (b) the entity remains a Collaborator for the entire duration of such use and the entity is not indicated on the Building directory or any signage on the Premises, and (c) the entity occupies no more than 25% of the rentable area of the Premises (“Collaborator Occupancy”). Such Collaborator Occupancy shall not be deemed a sublease or assignment hereunder, nor shall it vest in any such Collaborator any right, title, or interest in this Lease or the Premises nor shall it relieve, release, impair, or discharge any of Tenant’s obligations hereunder. Tenant shall ensure that the Collaborator complies with the terms of this Lease, including, but not limited to, the obligation to obtain and maintain the insurance coverages as more fully described in Section 17 (Insurance). In connection with a Permitted Assignment, Landlord shall not have conclusively waived any the right to approve any such assignmentelect an Assignment Termination and, sale, conveyance, mortgage or transfer of any Condominium Unit in the Condominiumcase of a Permitted Assignment not involving a sublease, Tenant shall not be required to share Excess Rents (as defined below) with Landlord. Tenant shall have the right, as a Permitted Assignment, to assign this Lease, upon 20 days prior written notice to Landlord but without obtaining Landlord’s prior written consent, to a corporation or other entity that is a successor-in-interest to Tenant, by way of merger, consolidation, or corporate reorganization, or by the assigneepurchase of all or substantially all of the assets or the ownership interests of Tenant provided that (i) such merger or consolidation, purchaseror such acquisition or assumption, transferee as the case may be, is for a good business purpose and not principally for the purpose of transferring this Lease, and (ii) the net worth (as determined in accordance with GAAP) of the assignee is not less than the net worth (as determined in accordance with GAAP) of Tenant as of the date of Tenant’s most current quarterly or mortgagee annual financial statements, and (iii) such assignee shall agree in writing to assume all of a Condominium Unit in the Condominium. Furtherterms, upon the assignment covenants, and conditions of this Lease to, and arising after the assumption of this Lease by, the Condominium Association, Tenant shall be entitled to retain the right to continue to sell Condominium Units for so long as any Condominium Units continue to be owned by the initial Tenant under this Lease or an Affiliate. No such assignment or sublease, nor any amendment thereto, shall be effective unless and until Xxxxxx delivers to Landlord, within 30 days of execution thereof, a duplicate original date of the fully-executed instrument of assignment and assumption, sublease or amendment. Tenant shall not, except as expressly permitted hereby, assign this Lease to any party that is not a Qualified Purchaser without the prior written consent of Landlord. Except as expressly provided herein and in Section 6.1, Subleases of the Private Facilities shall not be restricted.‌assignment.

Permitted Assignment. Notwithstanding the foregoingprovisions of Section 5.1 of this Lease, Tenant may, without may assign or in any manner transfer this Lease or any estate or interest therein with Landlord’s 's written consent, which written consent shall not be unreasonably withheld or denied, subject to the following conditions: (a) permit Tenant shall no less than thirty (30) days prior to the Transfer effective date of direct or indirect interests such assignment provide Landlord with written request for consent to same ("Notice") and deliver to Landlord therewith, the assignee's name, address and contact person, a description of assignee's business and copies of financial statements for the proposed assignee in Tenant on a nationally or internationally recognized stock exchange or stock quotation systemform reasonably satisfactory to Landlord, and such other documentation reasonably required by Landlord. (b) assign Landlord may terminate the Lease by written notice to Tenant within ten (10) days of Notice in which case the Lease shall terminate automatically ten (10) days thereafter and thereupon Tenant shall deliver the Premises as required pursuant to Section 6.2 of this Lease to an Affiliate with equal or greater financial capability, Lease. (c) cause or permit The proposed assignee shall be engaged in a Transfer business of similar type and quality to occur that of Tenant's, shall use the Premises for the Permitted Use hereunder only and shall be of no less financial condition than Tenant. (d) Tenant shall reimburse Landlord, any expense (including without limitation attorneys' fees) incurred by Landlord in connection with the Notice or any assignment hereunder. Xxxxxxxx's written consent to any one assignment as provided hereunder, shall not be a Leasehold Mortgage waiver of Xxxxxx's (or Mezzanine Financing in accordance with Article 15, (dany assignee of Tenant's) after the completion of the Project, if the Project becomes a multi-family rental project, assign this Lease to, obligation thereafter to receive Xxxxxxxx's written consent to same as provided hereunder for each subsequent assignment. Following any permitted assignment hereunder and have this Lease assumed by, a Qualified Purchaser, (e) sell Condominium Units, or (f) after the recording of the Condominium Declaration, assign this Lease notwithstanding Landlord's written consent to the Condominium Association, and upon the assignment of this Lease to, and the assumption of this Lease by, the Condominium Association, which shall become the Tenant under this Lease, Landlord shall be conclusively deemed (i) to have consented to the assignment, sale, conveyance or transfer of any Condominium Unit in the Condominium from time to time to the assignee, purchaser or transferee thereof at any time through and including the expiration of the Lease Term, including without limitation the mortgage, pledge, collateral assignment, hypothecation or similar encumbrance, from time to time, of any Condominium Unit(s) by the owner(s) thereof from time to time, and (ii) to have conclusively waived any right to approve any such assignment, sale, conveyance, mortgage or transfer of any Condominium Unit in the Condominium, or the assignee, purchaser, transferee or mortgagee of a Condominium Unit in the Condominium. Further, upon the assignment of this Lease to, and the assumption of this Lease by, the Condominium Association, Tenant shall be entitled remain liable for all Tenant's obligations pursuant to retain the right to continue to sell Condominium Units for so long as any Condominium Units continue to be owned by the initial Tenant under this Lease or an Affiliate. No such assignment or sublease, nor any amendment thereto, shall be effective unless and until Xxxxxx delivers to Landlord, within 30 days of execution thereof, a duplicate original of the fully-executed instrument of assignment and assumption, sublease or amendment. Tenant shall not, except as expressly permitted hereby, assign this Lease to any party that is not a Qualified Purchaser without the prior written consent of Landlord. Except as expressly provided herein and in Section 6.1, Subleases of the Private Facilities shall not be restricted.‌Lease.

Permitted Assignment. Notwithstanding Any subletting or assignment consented to by Landlord pursuant to this Article 15 shall be subject to and conditioned upon the foregoingfollowing: (i) at the time of any proposed subletting or assignment, Tenant mayshall not be in default under any of the terms, without Landlord’s consent, provisions or conditions of this Lease; (aii) permit the Transfer of direct sublessee or indirect interests in Tenant on a nationally or internationally recognized stock exchange or stock quotation system, (b) assign this Lease to an Affiliate with equal or greater financial capability, (c) cause or permit a Transfer to occur in connection with a Leasehold Mortgage or Mezzanine Financing assignee shall occupy only the Leased Premises and conduct its business in accordance with Article 15the Permitted Use; (iii) if the rents, charges or other sums required to be paid by any such sublessee or assignee exceed the rents, charges or other sums reserved hereunder, then Tenant shall pay to Landlord monthly the entire amount of such excess, which shall be deemed additional rent; (div) after prior to occupancy, Tenant and its assignee or sublessee shall execute, acknowledge and deliver to Landlord a fully executed counterpart of a written assignment of lease or sublease, as the completion case may be, by the terms of which: (x) in case of an assignment, Tenant will assign to the assignee Tenant’s entire interest in this Lease, together with all prepaid rents and security deposited hereunder, and the assignee will accept said assignment and assume and agree to perform, directly for the benefit of Landlord, all of the Projectterms, if the Project becomes a multi-family rental project, assign covenants and conditions of this Lease toon the Tenant’s part to be performed; or (y) in case of a subletting, the sublease in all respects will be subject and have subordinate to all of the terms, covenants and conditions of this Lease assumed by, a Qualified Purchaser, (e) sell Condominium Units, or (f) after and the recording sublessee thereunder will agree to be bound by and to perform all of the Condominium Declarationterms, assign covenants and conditions of this Lease on the Tenant’s part to be performed; (v) in the Condominium Association, and upon the event of an assignment of this Lease toor subletting of all or part of the Leased Premises, Tenant shall, at its expense, comply with all requirements of The Americans With Disabilities Act relating to the assignee or sublessee, as the case may be, and its business; (vi) notwithstanding any such assignment or subletting under the assumption terms of this Lease byparagraph, the Condominium Association, which shall become the Tenant will not be released or discharged from any liability whatsoever under this Lease, Landlord shall be conclusively deemed (i) to have consented to the assignment, sale, conveyance or transfer of any Condominium Unit in the Condominium from time to time to the assignee, purchaser or transferee thereof at any time through and Lease including the expiration liability for payment of the Lease TermMinimum Rent, including without limitation the mortgage, pledge, collateral assignment, hypothecation or similar encumbrance, from time to time, of additional rent and any Condominium Unit(s) by the owner(s) thereof from time to time, other sums reserved hereunder and (ii) to have conclusively waived any right to approve any such assignment, sale, conveyance, mortgage or transfer of any Condominium Unit in the Condominium, or the assignee, purchaser, transferee or mortgagee of a Condominium Unit in the Condominium. Further, upon the assignment of this Lease to, and the assumption of this Lease by, the Condominium Association, Tenant shall be entitled to retain the right to continue to sell Condominium Units for so long as any Condominium Units will continue to be owned by liable for all obligations of Tenant set forth herein with the initial same force and effect as though no assignment or sublease had been made and Tenant under this Lease or an Affiliate. No shall confirm same to Landlord; (vi) Tenant shall pay to Landlord Landlord’s administrative costs, overhead and attorneys’ fees in connection with such assignment or subleasesubletting, nor any amendment theretowhich costs, shall be effective unless overhead and until Xxxxxx delivers to Landlord, within 30 days of execution thereof, a duplicate original of the fully-executed instrument of assignment fees are now estimated at Five Hundred Dollars ($500); and assumption, sublease or amendment. Tenant shall not, except (viii) such other conditions as expressly permitted hereby, assign this Lease to any party that is not a Qualified Purchaser without the prior written consent of Landlord. Except as expressly provided herein and in Section 6.1, Subleases of the Private Facilities shall not be restricted.‌Landlord may impose.