Permitted Assignments and Subleases. Notwithstanding anything contained in Paragraph 16, so long as Tenant otherwise complies with the provisions of Paragraph 16 and the Permitted Transfer does not release Tenant from its obligations hereunder, Tenant may enter into any of the following transfers (a “Permitted Transfer”) without Landlord’s prior written consent, and the provisions of Paragraph 55A shall not apply to any such Permitted Transfer:
A. Tenant may sublease all or part of the Premises or assign its interest in this Lease to any corporation which controls, is controlled by, or is under common control with Tenant by means of an ownership interest of more than fifty percent (50%) providing Tenant remains liable for the payment of Rent and full performance of the Lease;
B. Tenant may assign its interact in the Lease to a corporation which results from a merger, consolidation or other reorganization in which Tenant is not the surviving corporation so long as (i) 95% of all assets and liabilities of Tenant are permanently transferred to such assignee, and (ii) immediately prior to the merger, consolidation or other reorganization, the corporation into which Tenant is to be merged has a net worth equal to or greater than the net worth of Tenant at the time of Lease execution or at the time of such assignment, merger, consolidation or reorganization (whichever is greater), or if it does not, Landlord is provided a guaranty of the Lease (in a form reasonably acceptable to Landlord) from a corporation (a) that is the parent of, or is otherwise affiliated with, the corporation into which Tenant is to be merged, and (b) which has a current net worth equal to or greater than the net worth of Tenant at the time of Lease execution or at the time of such assignment, merger, consolidation or reorganization (whichever is greater). In the event there is not a permanent transfer of 95% or more of the assets and liabilities from Tenant to a third party, and Tenant continues to exist as a separate entity, both companies shall be jointly and severally liable for the full terms and conditions of the Lease;
C. Tenant may assign this Lease to a corporation which purchases or otherwise acquires 95% or more of the assets of Tenant so long as 95% of all assets and liabilities of Tenant are permanently transferred to such assignee (in the event there is not a permanent transfer of 95% or more of the assets and liabilities from Tenant to a third party and Tenant continues to exist as a separate entity, both compa...
Permitted Assignments and Subleases. Notwithstanding the requirements set forth in Section 16.1 that Landlord's prior written consent be obtained in connection with any assignment, mortgage, pledge, encumbrance or other transfer of this Lease or any sublease of all or any part of the Collective Leased Properties, but subject to the provisions of Section 16.4 and any other express conditions or limitations set forth in this Article 16, Tenant may, in each instance, (x) after Notice to Landlord, sublease any or all of the Collective Leased Properties, or assign this Agreement, to any Qualified Affiliate and (y) sublease space at any of the Collective Leased Properties for laundry, commissary, child care or medical office or other purposes in furtherance of the applicable Primary Intended Use, so long as such sublease will not violate or affect any Legal Requirement or Insurance Requirement, and Tenant shall provide such additional insurance coverage applicable to the activities to be conducted in such subleased space as Landlord may require. In connection with any sublease of any Leased Property, or assignment of this Agreement, any and all Facilities affected by or the subject of such transaction shall continue to be operated under and pursuant to the Franchise Agreement, and Tenant shall provide to Landlord, upon request, documentation confirming that the operation thereof, in such manner, has the approval and consent of Franchisor.
Permitted Assignments and Subleases. Except as provided in Section 24.5, any purported Transfer made without the prior written consent of Landlord, which may in each case be granted or denied in Landlord’s sole discretion, shall be absolutely null and void. If Landlord consents to any Transfer, such Transfer shall not be effective and valid unless and until the applicable transferee executes and delivers to Landlord any and all documentation reasonably required by Landlord. Any consent by Landlord to a particular Transfer shall not constitute consent or approval of any subsequent Transfer, and Landlord’s written consent shall be required in all such instances. No consent by Landlord to any Transfer shall be deemed to release any Tenant from its obligations hereunder and each Tenant shall remain fully liable for payment and performance of all obligations under this Lease.
Permitted Assignments and Subleases. As an exception to the general rule established in Section 21.01 of this Lease Agreement, and subject to Landlord's prior consent, Tenant may assign its rights under this Lease Agreement, or sublease the Leased Premises or a part thereof, to any parent, affiliate, or subsidiary whose operations are compatible with those of Tenant. Landlord's consent to the assignment or sublease will require Tenant to be in full compliance with its obligations under this Lease Agreement, including the payment or Rent.
Permitted Assignments and Subleases. Notwithstanding anything contained in Paragraph 16, so long as Tenant otherwise complies with the provisions of Paragraph 16 and the Permitted Transfer does not release Tenant from its obligations hereunder, Tenant may enter into any of the following transfers (a “Permitted Transfer”) without Landlord’s prior written consent, and the provisions of Paragraph 56A shall not apply to any such Permitted Transfer:
A. Tenant may sublease all or part of the Premises or assign its interest in this Lease to any corporation which controls, is controlled by, or is under common control with Tenant by means of an ownership interest of more than fifty percent (50%) providing Tenant remains liable for the payment of rent and full performance of the lease;
B. Tenant may assign its interest in the Lease to a corporation which results from a merger, consolidation or other reorganization in which Tenant is not the surviving corporation so long as 95% of all assets of Tenant are permanently transferred to such assignee. In the event there is not a permanent transfer of 95% or more of the assets and liabilities from Tenant to a third party, and Tenant continues to exist as a separate entity, both companies shall be jointly and severally liable for the full terms and conditions of the Lease;
C. Tenant may assign this Lease to a corporation which purchases or otherwise acquires 95% or more of the assets of Tenant so long as 95% of all assets of Tenant are permanently transferred to such assignee (in the event there is not a permanent transfer of 95% or more of the assets and liabilities from Tenant to a third party and Tenant continues to exist as a separate entity, both companies shall be jointly and severally liable for the full terms and conditions of the Lease).
Permitted Assignments and Subleases. Effective as of the first day of the Third Option Period, Lease Paragraph 56 (“Permitted Assignments and Subleases”) shall be deleted in its entirety and replaced with the following:
Permitted Assignments and Subleases. Any purported Transfer made without the prior written consent of Landlord, in Landlord's sole discretion, shall be absolutely null and void. If Landlord consents to any Transfer, such Transfer shall not be effective and valid unless and until the applicable transferee executes and delivers to Landlord any and all documentation reasonably required by Landlord. Any consent by Landlord to a particular Transfer shall not constitute consent or approval of any subsequent Transfer, and Landlord's written consent shall be required in all such instances. No consent by Landlord to any Transfer shall be deemed to release any Tenant from its obligations hereunder and each Tenant shall remain fully liable for payment and performance of all obligations under this Lease. Notwithstanding anything to the contrary contained in this Section 24, Landlord's consent shall not be required with respect to any of the following transactions (collectively, the "Permitted Transactions"): (i) Tenant may assign its interest and rights under Amberleigh this Lease to a single entity that is either a Guarantor or a Person wholly owned and controlled by any Guarantor, provided and on the conditions that (x) Tenant and such assignee first deliver to Landlord an assignment and assumption agreement relative to this Lease pursuant to which such assignee assumes Tenant's obligations under this Lease and that is otherwise reasonably acceptable to Landlord and such other documentation relative to such assignment as Landlord may reasonably require and (y) neither Tenant nor any Guarantor shall be released from any of their respective obligations under this Lease, any Other Lease or any Lease Guaranty on account of such assignment; (ii) in the event the Primary Intended Use of a particular Leased Property is operation of an assisted living facility and/or an independent living facility, Tenant may enter into Approved Residency Agreements with residents of such facility and Approved Commercial Agreements, provided that all of the requirements for constituting an Approved Residency Agreement and Approved Commercial Agreements are complied with in all material respects at the time of entry into such agreement and at all times thereafter; and (iii) any transfer of publicly traded stock and other securities listed on the New York Stock Exchange, NASDAQ or any other national securities exchange of Tenant, any Guarantor or any Person controlling Tenant or any Guarantor.
Permitted Assignments and Subleases. Notwithstanding the provisions of Section 7.1 above, the following assignments, mortgages, and security interests, and subleases of Xxxxxx’s interest in the Premises are permitted and written notice to State is not required:
7.2.1 subleases of portions of Xxxxxx’s interest in the Premises in the ordinary course of Xxxxxx’s business for the authorized use pursuant to Section 4.1 above;
7.2.2 the sublease of the entire Premises for a term that is less than twelve (12) months, for the authorized use pursuant to Section 4.1 above; or
7.2.3 the transfer of Xxxxxx’s interest in this Agreement to a surviving spouse or immediate family member following the death of Xxxxxx; except that, any other transfer of ownership following the death of Xxxxxx is considered an assignment requiring State’s approval.
Permitted Assignments and Subleases. Notwithstanding the foregoing, Tenant may, without the approval of Landlord, assign the Lease, or any part thereof, or sublease the Premises, in whole or in part, to: (a) any corporation or other legal entity which has the power to direct Tenant's management and operation, or any corporation whose management and operation is controlled by Tenant; or (b) any corporation a majority of whose voting stock is owned by Tenant; or (c) any corporation or other entity in which or with which Tenant is merged or consolidated, in accordance with applicable statutory provisions for merger or consolidation of corporations or other entities, so long as the liabilities of the corporations or other entities participating in such merger or consolidation are assumed by the corporation or other entity surviving such merger or created by such consolidation; or (d) any corporation or other entity acquiring this Lease and a substantial portion of Tenant's assets; or (e) any corporate or other successor to a successor corporation or entity becoming such by either of the methods described in subsections (c) or (d); or (f) any entity (or member of a group of affiliated entities) which is acquiring the majority of Tenant's other similar stores located in the Houston, Texas, "Area of Dominant Influence for Media Coverage" (as such term is commonly defined in the advertising industry), or (g) as permitted in Exhibit "J" attached hereto. Tenant must deliver prompt written notice of any such assignment or sublease to Landlord. Notwithstanding any assignment or sublease pursuant to this provision, Tenant and any guarantor of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of Rent herein specified and for compliance with all of Tenant's other obligations under this Lease.
Permitted Assignments and Subleases. Notwithstanding any provision in this Lease to the contrary, Tenant shall have the right to assign this Lease or sublet all or a portion of the Leased Premises without Landlord's consent to any corporation or business entity which controls, is controlled by or is under common control with Tenant, or to a corporation or other business entity resulting from a merger or consolidation with Tenant, or to any person or entity which acquires substantially all of the assets of Tenant's businesses as a going concern, provided that in the case of an assignment, the assignee assumes in full the obligations of the Tenant under this Lease and that the use of the Leased Premises remains unchanged.
