Permitted Subleases and Assignments. Notwithstanding the foregoing provisions of this Article 23, Landlord agrees that so long as (a) no default is then continuing beyond any applicable cure period, (b) no circumstance shall have occurred which with the giving of notice, the passage of time, or both would constitute a Default by Tenant, and (c) the creditworthiness and liquidity factor of any entity into which Tenant shall merge are greater than or equal to the creditworthiness and liquidity factor of Tenant as of the date of execution of this Lease and such entity’s tangible net worth is equal to or greater than Eighty-Five Million Dollars ($85,000,000), the provisions of Sections 23.A., 23.B., 23.C., 23.D.(1) and 23.D.(2) shall not be applicable with regard to an assignment of this Lease or a subletting of all or any portion of the Premises to Tenant’s Affiliate (as hereinafter defined), so long as (1) Tenant originally named herein shall remain primarily liable under this Lease, notwithstanding any such assignment or subletting (unless Tenant has merged into such entity, in which case such surviving entity shall assume all of the obligations of Tenant under this Lease), (2) no other or further assignment or subletting to other than an Affiliate shall be permitted without Landlord’s prior written consent and (3) in the case of an assignment, the assignee executes an assignment and assumption agreement in Landlord’s then standard form with respect to the assumption by the assignee of all of Tenant’s then existing and future obligations under this Lease. An “Affiliate” shall be a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Tenant, or which has succeeded to the ownership of Tenant or of substantially all of Tenant’s assets by merger or consolidation. “Control” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through ownership of voting securities, by contract, or otherwise. Notwithstanding the other provisions of this Section 23, in the event that Tenant is prevented from providing Landlord with prior notice of an assignment or other transfer of its interests under this Lease to an Affiliate as a result of laws and governmental regulations applicable to publicly traded companies prohibiting such disclosure, then, Tenant shall provide Landlord with written notice of such transfer as soon...
Permitted Subleases and Assignments. Notwithstanding the foregoing provisions of this Section 23, Landlord agrees that so long as (a) no default is then continuing beyond any applicable cure period, (b) no circumstance shall have occurred which with the giving of notice, the passage of time, or both would constitute a Default by Tenant (provided that Landlord shall have the right to notify Tenant in writing within ten (10) days following Landlord’s receipt of notice of a proposed assignment as to whether any such circumstance does then exist, and Tenant’s rights hereunder shall not be invalidated if either (i) Landlord fails to so notify Tenant within such 10-day period or (ii) Landlord does notify Tenant of such circumstance constituting a default within such 10-day period and Tenant then cures such default within the applicable cure period set forth in this Lease), and (c) the net worth, creditworthiness and liquidity factor of any entity into which Tenant shall merge are all greater than or equal to the net worth, creditworthiness and liquidity factor of Tenant immediately prior to the transfer, the provisions of Sections 23.A., 23.B., 23.C., 23.D.(1) and 23.D.(2) shall not be applicable with regard to an assignment of this Lease or a subletting of all or any portion of the Premises to Tenant’s Affiliate (as hereinafter defined), so long as (1) Tenant originally named herein shall remain primarily liable under this Lease, notwithstanding any such assignment or subletting (unless Tenant has merged into such entity, in which case such surviving entity shall assume all
Permitted Subleases and Assignments. Notwithstanding the provisions of Section 10.1 or any other Section of this Lease, Tenant may sublet any or all of the Leased Premises to any affiliate of Tenant without Landlord=s consent or other restriction. Tenant shall remain primarily liable under this Lease notwithstanding any subletting authorized by this Section.
Permitted Subleases and Assignments
Permitted Subleases and Assignments
