Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, which may not be unreasonably withheld. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or sublease.
Appears in 3 contracts
Samples: NNN Lease Agreement (Zoned Properties, Inc.), NNN Lease Agreement (Zoned Properties, Inc.), NNN Lease Agreement (Zoned Properties, Inc.)
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use described in SECTION 4.1 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent may not be unreasonably withheldgiven or withheld in Landlord's sole, but reasonable, discretion. Tenant shall at Any purported assignment, mortgage, transfer, pledge or sublease made without the time the Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentbe absolutely null and void. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all Tenant Initial__________ Landlord Initial__________ documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord's written approval shall be voidrequired in all such instances. The LANDLORD'S CONSENT TO OR REFUSAL OF ASSIGNMENT OR SUBLETTING SHALL BE BASED ON ASSIGNEE OR SUBLESSEE HAVING, IN LANDLORD'S SOLE BUT REASONABLE DISCRETION, SATISFACTORY CREDIT AND ON ASSIGNEE OR SUBLESSEE HAVING, IN LANDLORD'S SOLE BUT REASONABLE DISCRETION, A USE THAT IS COMPATIBLE WITH THE PROPERTY AND WITH OTHER TENANTS WITHIN THE PROPERTY. No consent by Landlord to any assignment or subletting sublease shall not constitute a waiver of the necessity for such consent be deemed to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of release Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. from its obligations hereunder and Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleaseremain fully liable for performance of all obligations under this Lease. NOTWITHSTANDING THE FOREGOING, TENANT MAY ASSIGN THIS LEASE, IN WHOLE OR IN PART, TO ANY CORPORATION OR OTHER BUSINESS ENTITY INTO OR WITH WHICH TENANT MAY BE MERGED OR CONSOLIDATED OR TO ANY CORPORATION OR BUSINESS ENTITY WHICH SHALL BE AN AFFILIATE, SUBSIDIARY, PARENT OR SUCCESSOR OF TENANT, OR TO A CORPORATION OR BUSINESS ENTITY UNTO OR WITH WHICH TENANT MAY BE MERGED OR CONSOLIDATED, OR TO A PARTNERSHIP, PROVIDED: i) TENANT'S USE DOES NOT CHANGE; II) TENANT'S FINANCIAL CONDITION IS NOT DIMINISHED; AND iii) THE ASSIGNEE OR SUBLESSEE ASSUMES ALL OF TENANT'S OBLIGATIONS HEREUNDER.
Appears in 2 contracts
Samples: Business Lease (Asset Acceptance Capital Corp), Business Lease (Asset Acceptance Capital Corp)
Prohibition. Notwithstanding any other provision of this Lease, Tenant shall not not, directly or indirectly, assign, mortgage, pledge or otherwise transfer transfer, voluntarily or encumber involuntarily, this LeaseLease or any interest herein or sublet (which term without limitation, in shall include granting of concessions, licenses, and the like) or allow any other person or entity to occupy the whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without without, in each instance, having first received the prior written express consent of Landlord, which may consent shall not be unreasonably withheld. , conditioned or delayed provided that (i) Tenant shall at not assign or sublease any part of the time Premises to any entity with which Landlord is then currently and actively negotiating, or to any entity which is a tenant of the Building if Landlord has space available (or becoming available) in the Building comparable to that which Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting is offering for sublease or assignment; (ii) the proposed assignee or subtenant shall have a business reputation and use which is a Permitted Use; (iii) the proposed assignee or subtenant has the financial ability to fulfill all of its obligations under the proposed assignment or sublease; and (iv) the proposed assignee or subtenant agrees in writing, in form acceptable to Landlord in the exercise of reasonable business judgment, that its assignment or sublease shall be subject to all of the terms and conditions of this Lease including, without limitation, the nameobligation to pay all Rent and other amounts provided for under this Lease and the covenant against further assignment or other transfer or subletting. Any request for consent under this Section 7.1 shall set forth, addressin detail reasonably satisfactory to Landlord, nature the identification of business, ownership, financial responsibility and standing of such the proposed assignee or subtenant sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the rent or any other consideration to be paid in respect thereto and such request shall be treated as Tenant’s warranty, to the best of Tenant’s knowledge, in respect of the information submitted therewith. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than to a Permitted Transferee, as set forth below) by Tenant without Landlord's express consent shall be invalid, void and of no force or effect. This prohibition includes, except for the Permitted Transferees, any assignment, subletting, or other transfer which would occur by operation of law, transfer, or other change of Tenant's corporate or proprietary structure, including a change in the partners of any partnership, and the sale, pledge, or other transfer of any of the issued or outstanding capital stock of any corporate Tenant (unless such stock is publicly traded on a recognized security exchange or over-the-counter market). In any case where Landlord shall have consent to any assignment or subletting, Tenant originally named herein shall remain fully liable for Tenant obligations hereunder, including, without limitation, the obligation to pay the rent and other amounts provided under this Lease and such liability shall not less than twenty be affected in any way by any future amendment, modification, or extension of this Lease or any further assignment, other transfer, or subleasing and Tenant hereby irrevocably consents to any and all such transactions. Xxxxxx agrees to pay to Landlord, within fifteen (2015) business days after receipt of billing therefor, all required information reasonable legal and other out-of-pocket expenses incurred by Landlord in connection with any request to elect one assign or sublet. It shall be a condition of the following: (a) validity of any permitted assignment or subletting that the assignee or sublessee agree directly with Landlord, in form satisfactory to Landlord, to be bound by all Tenant obligations hereunder, including, without limitation, the obligation to pay all Rent and other amounts provided for under this Lease and the covenant against further assignment or other transfer or subletting. Without limiting Landlord's discretion to grant or withhold its consent to such any proposed assignmentassignment or subletting, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to if Tenant requests Landlord's consent to assign this Lease or sublet all or any assignmentportion of the Premises, sublease Landlord shall have the option, exercisable by notice to Tenant given within thirty (30) days after Landlord's receipt of such request, to terminate this Lease as of the date specified in such notice which shall be not less than thirty (30) nor more than sixty (60) days after the date of such notice for the entire Premises, in the case of an assignment or encumbrance subletting of the whole, and for the portion of the Premises, in the case of a subletting of a portion. In the event of termination in respect of a portion of the Premises, the portion so eliminated shall be delivered to Landlord on the date specified in good order and condition, reasonable wear and tear, damage by fire or other casualty or eminent domain taking excepted, in the manner provided in Section 8.1 at the end of the Lease Term and thereafter, to the extent necessary in Landlord’s reasonable judgment, Landlord, at Tenant’s sole cost and expense, may have access to and may make modification to the Premises to make such portion a self-contained rental unit with access to common areas, elevators and the like. Rent and Xxxxxx's Proportionate Share shall be adjusted according to the extent of the Premises for which this Lease is terminated. Without limitation of the rights of Landlord hereunder in respect thereto, if there is any assignment of this Lease shall be by Tenant for consideration or a subletting of the delivery to Landlord whole of the Premises by Xxxxxx at a rent which exceeds the rent payable hereunder by Xxxxxx, or if there is a subletting of a true copy portion of the fully executed instrument Premises by Xxxxxx at a rent in excess of the subleased portion's pro rata share of the Rent payable hereunder by Xxxxxx, then Tenant shall pay to Landlord, as additional rent, forthwith upon Xxxxxx's receipt of the consideration (or the cash equivalent thereof) therefor, in the case of an assignment, transfer or encumbrance and an agreement executed in the case of a subletting, seventy-five percent (75%) of the amount of any such excess rent after deducting the costs incurred by the assigneeTenant in good faith applicable to such transfer, sublessee or other transferee in form including but not limited to brokerage commissions, reasonable legal fees, rent concessions, alteration allowances and substance satisfactory build-out costs. The provisions of this paragraph shall not apply to Landlord transfers to Permitted Transfereees but shall otherwise apply to each and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions every assignment of this Lease and perform each and every subletting of all or a portion of the obligations Premises, in each case on the terms and conditions set forth herein. For the purposes of Tenant hereunder with respect this Section 7.1, the term "rent" shall mean all rent, additional rent or other payments and/or consideration payable by one party to another for the assigned use and occupancy of all or subleased a portion of the Premises. No Notwithstanding anything to the contrary herein contained, the requirement of Landlord’s prior consent and Xxxxxxxx’s recapture right shall not, however, be applicable to an assignment or subletting of this Lease by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent sublease to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performancePermitted Transferee, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleaseas hereinafter defined.
Appears in 2 contracts
Samples: Commercial Lease (IntraLinks Holdings, Inc.), Commercial Lease (IntraLinks Holdings, Inc.)
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant’s reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease; (b) sublet the Premises or any part thereof, in whole other than subleases to any party controlling, controlled by or in part, nor sublet, assignunder common control with Tenant, or permit occupancy allow the same to be used or occupied by any party anyone other than Tenant of all (or any other party controlling, controlled by or under common control with Tenant); or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part of the Premisesthereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which may consent as to assignments and subleases shall not be unreasonably withheld, conditioned or delayed, and as to mortgages and other matters described in clause (c) above may be given or withheld in Landlord’s sole, but reasonable, discretion. Tenant shall at Any purported assignment, mortgage, transfer, pledge or sublease made without the time the Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentbe absolutely null and void. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord’s written approval shall be voidrequired in all such instances. The No consent by Landlord to any assignment or subletting sublease shall not constitute a waiver of the necessity for such consent be deemed to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of release Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. from its obligations hereunder and Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleaseremain fully liable for performance of all obligations under this Lease.
Appears in 2 contracts
Samples: Industrial Building Lease (Lenox Group Inc), Purchase and Sale Agreement (Lenox Group Inc)
Prohibition. Tenant Concessionaire shall not assignassign or transfer this Concession Agreement or any interest therein, mortgagenor shall this Concession Agreement or any interest thereunder be assignable or transferable by operation of law or by any process or proceeding of any court, pledge or otherwise without the advance written consent of the Port. If Concessionaire is anything other than an individual, Concessionaire further agrees that if at any time during the term of this Concession Agreement more than one-half (1/2) of the outstanding voting equity interests shall belong to any persons other than those who own more than one-half (1/2) of those outstanding voting equity interests at the time of the execution of this Concession Agreement or to members of their immediate families, such change in the ownership of Concessionaire shall be deemed an assignment of this Concession Agreement within the meaning of this Section 26.1; provided, however, that this sentence shall not apply if, and to the extent that Concessionaire is a corporation, the outstanding voting stock of which is listed on a recognized security exchange. Concessionaire’s entering into any operating agreement, license or other agreement whereunder a third party is given rights or privileges to enjoy a portion of the Concession shall be an attempted assignment or subletting within the meaning of this Section.
47.1.1 If Concessionaire shall, at any time during the term of this Concession Agreement, desire to sell, assign or otherwise permanently transfer or encumber this Lease, the Concession Agreement in whole or in part, nor subletConcessionaire shall, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, which may not be unreasonably withheld. Tenant shall at the time the Tenant Concessionaire requests the consent of Landlordthe Port, deliver to Landlord the Port such information in writing as Landlord the Port may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty together with the proposed form of assignment or sublease. Within thirty (2030) business days after from receipt of all required the information to elect one specified above, the Port shall notify Concessionaire of the followingits election to: (a) consent to such proposed assignment, encumbrance or sublease, the assignment or (b) refuse such consentdisapprove the assignment, setting forth the grounds for doing so.
47.1.2 As a condition for the Port’s consent to any transfer, the Port may require that the assignee remit directly to the Port on a monthly basis, all monies due to Concessionaire by said assignee. In addition, as a condition to Landlord's the Port’s consent to any assignment, sublease or encumbrance assignment of this Lease Concession Agreement or the Premises shall be the delivery to Landlord the Port of a true copy of the fully executed instrument of assignment, transfer or encumbrance assignment and an agreement executed by the assignee, sublessee or other transferee assignee in form and substance satisfactory to Landlord the Port and expressly enforceable by Landlordthe Port, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease Concession Agreement and perform all the obligations of Tenant Concessionaire hereunder.
47.1.3 In the event of any assignment, Concessionaire and each respective assignor, waive notice of default by the then-current Concessionaire in the payment of Concession Fees or any other amount due hereunder with respect to and in the assigned or subleased portion performance of the Premises. covenants and conditions of this Concession Agreement and consents that the Port may in each and every instance deal with the then- current Concessionaire, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Concession Agreement and modify the same, and in general deal with the then-current Concessionaire without notice to or consent of any assignor, including Concessionaire; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Concessionaire and of each respective assignor.
47.1.4 No assignment or subletting license by Tenant Concessionaire shall relieve Tenant or Guarantor Concessionaire of any obligation under this LeaseConcession Agreement, including TenantConcessionaire’s obligation to pay Base Rent and Additional Rent any sums due hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord the Port to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy assignment.
47.1.5 Concessionaire shall reimburse the Port any reasonable professionals’ fees and expenses incurred by the Port in connection with any request by Concessionaire for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleaseassignment.
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement
Prohibition. Tenant acknowledges that this Lease and the Base Rent and Additional Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheldwithheld or delayed. Tenant Any violation of the foregoing provisions shall at the time the Tenant requests the consent of Landlordconstitute a default under this Lease and, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant includingthereupon, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information the option to elect one of cancel the following: (a) consent to such proposed assignmentsame and proceed, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to at Landlord's election, in accordance with the provisions set forth in this Lease. Any consent by Landlord to any a particular assignment, sublease or encumbrance mortgage shall not constitute consent or approval of this Lease any subsequent assignment, sublease or mortgage, and Landlord's written approval shall be required in all such instances. In the delivery event that Landlord consents to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No any assignment or subletting by sublease, Landlord shall not be deemed to have agreed to release Tenant from its obligation hereunder and Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent remain liable hereunder. Any purported assignment assignment, mortgage, transfer, pledge or subletting contrary sublease made without the prior written consent of Landlord shall be absolutely null and void and of no legal force or effect. Notwithstanding anything to the provisions hereof without consent shall be void. The consent by contrary herein, Landlord hereby consents to any assignment or subletting shall not constitute a waiver Tenant subleasing the Premises, as of the necessity for such consent date hereof, to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleaseaffiliate United Industries Corporation.
Appears in 2 contracts
Samples: Sublease Agreement (United Industries Corp), Industrial Building Lease (United Industries Corp)
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use described in Section 4.1 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer this Lease without the prior approval of Landlord, which shall not be unreasonably withheld or encumber this Lease, in whole delayed; (b) sublet the Premises or in part, nor sublet, assignany part thereof, or permit occupancy allow the same to be used or occupied by any party anyone other than Tenant or Tenant's division, Newport News Shipbuilding Division without the prior approval of all Landlord, which shall not be unreasonably withheld or delayed; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part of the Premisesthereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent may not be unreasonably withheldgiven or withheld in Landlord's sole, but reasonable, discretion. Tenant shall at Any purported assignment, mortgage, transfer, pledge or sublease made without the time the Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentbe absolutely null and void. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord's written approval shall be voidrequired in all such instances. The No consent by Landlord to any assignment or subletting sublease shall not constitute a waiver of the necessity for such consent be deemed to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of release Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. from its obligations hereunder and Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleaseremain fully liable for performance of all obligations under this Lease.
Appears in 2 contracts
Samples: Industrial Building Lease (Griffin Capital Essential Asset REIT II, Inc.), Industrial Building Lease (Griffin Capital Essential Asset REIT II, Inc.)
Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, Landlord in each instance which may consent shall not be unreasonably withheld, conditioned, or delayed. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent, or (c) elect to terminate this Lease, in the case of a proposed assignment, or elect to terminate the Lease with respect to the portion of the Premises proposed to be subleased, as applicable. Without making a formal request for consent to an assignment or sublease, Tenant may request that Landlord give Tenant its decision whether it intends to enforce the recapture provision in clause (c). Landlord agrees to respond to such request within 20 days after Tenant's request for the decision. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s 's obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. TenantTenant 's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment Assignment or sublease.
Appears in 2 contracts
Samples: Lease Agreement (Schnitzer Steel Industries Inc), Lease Agreement (Schnitzer Steel Industries Inc)
Prohibition. Tenant shall not, directly or indirectly, ----------- without the prior written consent of Landlord (which consent shall not assignbe unreasonably withheld), mortgage, pledge assign this Lease or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assignany interest herein, or permit occupancy by any party other than Tenant of all sublease or license the Premises or any part thereof or permit the use or occupancy of the PremisesPremises by any person, organization or entity other than Tenant. Tenant shall not, directly or indirectly, without the prior written consent of Landlord, which may not pledge, mortgage or hypothecate this Lease or any interest herein. This Lease shall not, nor shall any interest herein, be unreasonably withheld. assignable as to the interest of Tenant shall at involuntarily or by operation of law without the time the Tenant requests the prior written consent of Landlord, deliver to Landlord such information except as a result of any Change in writing as Landlord may reasonably Control of Tenant which shall not be deemed an assignment for purposes hereof and shall not require respecting Landlord's consent. Any of the proposed assignee or subtenant includingforegoing acts, without limitationsuch prior written consent of Landlord, shall be void and shall, at the nameoption of Landlord, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and constitute a default that entitles Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of terminate this Lease. Tenant agrees that the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord's consent to instrument by which any assignment, sublease or encumbrance of this Lease license to which Landlord consents is accomplished shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by expressly provide that the assignee, sublessee subtenant or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby licensee will perform all of the assignee assumes and agrees covenants to be bound performed by the terms and provisions of Tenant under this Lease and perform all (in the obligations case of Tenant hereunder with respect a sublease or license, only insofar as such covenants relate to the assigned or subleased portion of the PremisesPremises subject to such sublease or license) as and when performance is due after the effective date of the assignment, sublease or license and that Landlord will have the right to enforce such covenants directly against such assignee, subtenant or licensee. No assignment Any purported assignment, sublease or subletting by license without an instrument containing the foregoing provisions shall be void. Tenant shall relieve Tenant in all cases remain liable for the performance by any assignee, subtenant or Guarantor licensee of all such covenants. Landlord shall not withhold consent to any obligation under request to assign this Lease, including by operation of law, or sublease or license all or part of the Premises to an entity affiliated within Tenant which entity is controlled by, controls or is under common control with Tenant ("Affiliate of Tenant’s obligation to pay Base Rent ") and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting which entity shall not constitute use the Premises in any way which is a waiver material departure from the historical use (or any natural evolution of such historical use) of the necessity for such consent Premises by Tenant. Without limiting the foregoing, any assignment, sublease or license by Tenant, even to any subsequent assignment an Affiliate of sublettingTenant, shall comply with Article 4 hereof. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or sublease.---------
Appears in 2 contracts
Samples: Campus Lease (Monsanto Co /New/), Campus Lease (Monsanto Co /New/)
Prohibition. Tenant shall not assigndirectly or indirectly, mortgagevoluntarily or by operation of law, pledge or otherwise transfer or encumber assign this Lease, in whole or in part, nor sublet, assignany right or interest hereunder, or permit occupancy by sublet the Premises or any party part thereof, or allow any other than Tenant of person or entity to occupy or use all or any part of the Premises, Premises without first obtaining the prior written consent of LandlordLandlord in each instance, which may consent shall not be unreasonably withheld. In no event shall Tenant shall at the time the Tenant requests the consent directly or indirectly, voluntarily or by operation of Landlordlaw, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee pledge, mortgage or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or subleasehypothecate this Lease, or (b) refuse such consentany right or interest hereunder or in or to the Premises. In addition, as if Landlord consents to a condition subletting, in no event shall the applicable sublessee be permitted to Landlord's consent to assign the sublease or sub-sublet all or any portion of the applicable sublease premises (and any subleases of the Premises or any part thereof shall specifically include the foregoing prohibition). Any attempted assignment, sublease subletting, pledge, mortgaging, hypothecation or encumbrance other transfer in violation of the terms of this Lease Article XIV, whether voluntary or involuntary, by operation of law, under legal process or proceedings, by receivership, in bankruptcy, or otherwise shall be the delivery to Landlord constitute an Event of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of Default under this Lease and perform shall be voidable at Landlord’s option. Tenant hereby waives all rights provided for by the obligations provisions of Tenant hereunder Section 1995.310 of the California Civil Code and any present or future laws regarding Tenant’s right to terminate this Lease or to an award of any consequential or special damages in connection with Landlord’s consent or denial thereof with respect to a request by Tenant under this Article XIV. To the assigned or subleased portion extent not prohibited by provisions of the PremisesBankruptcy Code of 1978, 11 U.S.C. Section 101 et seq. No (as amended, the “Bankruptcy Code”), Tenant on behalf of itself, creditors, administrators and assigns waives the applicability of Sections 541(c) and 365(e) of the Bankruptcy Code unless the proposed assignee of the trustee for the estate of the bankrupt meets Landlord’s standards for consent as set forth below. Landlord has entered into this Lease with Tenant in order to obtain for the benefit of the Property the unique attraction of Tenant’s name and business; the foregoing prohibition on assignment or subletting is expressly agreed to by Tenant shall relieve Tenant in consideration of such fact. If this Lease is assigned to any person or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary entity pursuant to the provisions hereof without consent of the Bankruptcy Code, any and all monies or other considerations payable or otherwise to be delivered in connection with such assignment shall be void. The consent by paid or delivered lo Landlord, shall be and remain the exclusive property of Landlord to any assignment or subletting and shall not constitute a waiver property of Tenant or the estate of Tenant within the meaning of the necessity Bankruptcy Code. Any and all monies or other considerations constituting Landlord’s property under the preceding sentence not paid or delivered lo Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such consent assignment. Any such assignee shall upon demand execute and deliver to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be Landlord an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleaseinstrument confirming such assumption.
Appears in 2 contracts
Samples: Office Lease (Eargo, Inc.), Office Lease (Eargo, Inc.)
Prohibition. Tenant shall not assignnot, mortgage, pledge directly or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all or any part of the Premisesindirectly, without the prior written consent of Landlord, assign (including without limitation any assignment by operation of law) this Lease or any interest herein or sublease the Premises or any part thereof, or permit the use or occupancy of the Premises by any person or entity other than Tenant (but subject to the following concerning a “Consolidation Allowed Sublease”). No assignee or subtenant of Tenant shall have a right further to assign this Lease or sublease the Premises, and all money and other economic consideration to be paid by the assignee or subtenant as a result of an assignment or sublease in excess of the total amount of rent which may not Tenant is obligated to pay to Landlord under this Lease (prorated to reflect the rent allocable to the portion of the Premises subject to such assignment or sublease) shall be unreasonably withheldpaid by Tenant to Landlord as additional rent. No assignment or sublease whatsoever shall release Tenant from Tenant’s obligations and liabilities under this Lease or alter the primary liability of Tenant to pay all rent and to perform all obligations to be paid and performed by Txxxxx. Tenant shall at the time the Tenant requests the consent of Landlord, deliver pay to Landlord such information all direct costs and shall reimburse Landlord for all expenses (including without limitation reasonable attorneys’ fees) incurred by Landlord in writing connection with any assignment or sublease requested by Txxxxx. Landlord may, in its reasonable discretion, consider all factors cognizable by law as reasonable to evaluate and consider in making its determination of whether to consent, including without limitation making a study of the financial wherewithal and credit of any proposed successor or subtenant and, in the case of an assignment, may require additional guaranties as appropriate to satisfy reasonable financial standards and criteria for approval. Any guaranty of an individual offered shall be joined by spouse and shall be in Landlord’s then current commercially reasonable form. Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord's any consent to any assignment, sublease or encumbrance upon the execution and delivery of Lxxxxxxx’s commercially reasonable form of instrument, executed by Landlord, Txxxxx, the successor (assignee) tenant, and any new guarantor(s) then so arising, under the terms of which (i) the Tenant (as assignor) agrees and confirms to the foregoing continued obligations and liabilities and assigns all of its rights, title and interest in and to the Lease and all moneys having been paid thereunder, including without limitation any security deposit, (ii) the successor (as assignee) agrees to assume the Lease in all respects and to assume all obligations of payment and performance thereunder, past, present and future, including without limitation for the express benefit of Landlord and accepts the Premises in its then as-is condition, (iii) Landlord shall not be liable for, and Tenant and the successor (as assignee) shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the assignment, and (iv) the successor (as assignee) agrees to provide all proper current evidence of insurance as called for in this Lease shall be prior to first entry upon, on or into the Premises. Landlord may condition any consent to any sublease, upon the execution and delivery to Landlord of a true copy commercially reasonable form of sublease agreement as between Tenant and such subtenant, under the terms of which (i) Tenant shall continue to remain primarily liable for the payment of all amounts of rental and other sums and performance of all covenants required of Tenant under the Lease, (ii) there shall be no modifications or amendments of the fully executed instrument sublease without the prior written consent of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby (iii) the assignee assumes and agrees subtenant shall not be granted any rights of Tenant under the Lease nor the power to be bound by exercise same, (iv) it is provided that in the event of any default under the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect Lease, Landlord shall have the right to collect the rental attributable to the assigned subleased space directly from the subtenant without waiving any of Landlord’s rights against Tenant, (v) Landlord shall not be liable for, and Tenant and the subtenant shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the sublease, and (vi) nothing in the sublease will be deemed to amend or subleased modify the Lease as between Tenant and Landlord, and the subtenant will expressly confirm and acknowledge that the sublease is inferior and subordinate to the Lease in all respects. Notwithstanding the foregoing prohibition, in the event Tenant in fact consolidates all of its operations into a distinct portion of the Premises. No assignment Premises or subletting by into the Premises set forth in the Adjacent Lease (as defined below), then, Tenant shall relieve Tenant may sublease the portion or Guarantor the entirety of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord Premises it has vacated for such reason to any assignment or subletting shall not constitute subtenant meeting commercially reasonable criteria as to its creditworthiness and business reputation as Tenant may reasonably elect and without necessity of securing Landlord’s advance written consent thereto (herein, a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or sublease“Consolidation Allowed Sublease”).
Appears in 2 contracts
Samples: Industrial Lease (Amrep Corp.), Industrial Lease (Amrep Corp.)
Prohibition. Tenant Lessee shall not assign, mortgage, pledge or otherwise transfer or encumber this Leasenot, in whole or in part, nor assign, sublet, assign, license or permit occupancy by any party other than Tenant Lessee of all or any part of the Premises, without the prior written consent of Landlord, which may not be unreasonably withheldthe Port in each instance. Tenant Lessee shall at the time the Tenant Lessee requests the consent of Landlordthe Port, deliver to Landlord the Port such information in writing as Landlord the Port may reasonably require respecting the proposed assignee assignee, subtenant or subtenant licensee including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee assignee, subtenant or subtenant and Landlord shall have not less than licensee. Within twenty (20) business days after receipt of all required information to information, the Port shall, in its sole discretion, elect one of the following: (a) to consent to such proposed assignment, sublease or license or (b) to refuse such consent.
12.1.1 As a condition for the Port’s consent to any assignment, encumbrance or sublease, the Port may require that the assignee, sublessee or licensee remit directly to the Port on a monthly basis, all monies due to Lessee by said assignee, sublessee or licensee (b) refuse such consentexcept with respect to excess rentals otherwise due Lessee pursuant to Section 12.2). In addition, as a condition to Landlord's the Port’s consent to any assignment, sublease or encumbrance license of this Lease or the Premises shall be the delivery to Landlord the Port of a true copy of the fully executed instrument of assignment, transfer sublease or encumbrance license and an agreement executed by the assignee, sublessee or other transferee licensee in form and substance satisfactory to Landlord the Port and expressly enforceable by Landlordthe Port, whereby the assignee assignee, sublessee or licensee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder Lessee hereunder.
12.1.2 In the event of any assignment, Xxxxxx and each respective assignor, waives notice of default by the tenant in possession in the payment and performance of the Rent, covenants and conditions of this Lease and consents that the Port may in each and every instance deal with respect the tenant in possession, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Lease and modify the same, and in general deal with the tenant then in possession without notice to or consent of any assignor, including Lessee; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Lessee and of each respective assignor.
12.1.3 Lessee agrees that any sublease or license will contain a provision in substance that if there be any termination whatsoever of this Lease then the subtenant or licensee, at the request of the Port, will attorn to the assigned Port and the sublessee or subleased portion licensee, if the Port so requests, shall continue in effect with the Port, but the Port shall be bound to the subtenant or licensee in such circumstances only by privity of estate. Nothing herein shall be deemed to require the Premises. Port to accept such attornment.
12.1.4 No assignment assignment, subletting or subletting license by Tenant Lessee shall relieve Tenant or Guarantor Lessee of any obligation under this Lease, including TenantXxxxxx’s obligation to pay Base Rent and Additional Rent or any other sum hereunder. Any purported assignment assignment, subletting or subletting license contrary to the provisions hereof without consent shall be void. The consent by Landlord the Port to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting.
12.1.5 Lessee shall reimburse the Port in the sum of subletting. Tenant's sole remedy Five Hundred Dollars ($500.00) plus any reasonable professionals’ fees and expenses incurred by the Port in connection with any request by Xxxxxx for Landlord's refusal to consent to a proposed assignee an assignment, subletting or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleaselicense.
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement
Prohibition. (a) Tenant shall not assign, mortgage, pledge assign this Lease or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by sublet any party other than Tenant of all or any part portion of the Premises, Premises without the prior written consent of the Landlord, which may consent shall will not be unreasonably withheld. , conditioned or delayed, provided Tenant shall is not in default under the Lease at the time of such request. The parties agree that it shall be reasonable for Landlord to withhold consent if Landlord is not satisfied with the Tenant requests the consent financial condition, identity, reputation or business character of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, sublessee or if Landlord or its agents have shown any space in the name, address, nature of business, ownership, financial responsibility and standing of Project to or attempted to negotiate lease Terms with such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one sublessee regarding other available space in the Project within the proceeding six months of the following: (a) consent to such proposed assignmentamendment. Any change in the majority ownership, encumbrance interest or subleasecontrol of Tenant, if Tenant is a corporation, partnership, limited liability company or (b) refuse such consent. In additionother similar type entity, as a condition to Landlord's consent to any assignment, sublease or encumbrance shall constitute an assignment for purposes of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable Paragraph. Notwithstanding any consent by Landlord, whereby the Tenant and Guarantor(s), if any, shall remain jointly and severally liable (along with each approved assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform sublessee, which shall automatically become liable for all the obligations of Tenant hereunder with respect to the assigned or subleased that portion of the PremisesPremises so transferred), and Landlord shall be permitted to enforce the provisions of this Lease directly against Tenant, Guarantor, if applicable, or any assignee or sublessee without proceeding in any way against any other party. In the event of an assignment, contemporaneously with the granting of Xxxxxxxx’s consent, Tenant shall cause the assignee to expressly assume in writing and agree to perform all of the covenants, duties and obligations of Tenant hereunder and such assignee shall be jointly and severally liable therefore along with Xxxxxx. No usage of the Premises different from the usage provided for in Paragraph 1 above shall be permitted, and all other Terms and provisions of the Lease shall continue to apply after such assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Leasesublease, including Tenantprovided however, Landlord’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall not be void. The consent by Landlord required with respect to any assignment or subletting shall not constitute a waiver sublease of all or any portion of the necessity for such consent Premises to any subsequent assignment affiliate of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed , or successor by merger consolidation, sale, or acquisition, provided Landlord is given notice thereof and further provided Tenant is not released from its liability hereunder, and the assignee or sublessee has a tangible net worth exclusive of good will equal to or greater than that of Tenant.
(b) Notwithstanding any other provision of Paragraph 9 to the contrary, Tenant shall have the right to assign this Lease or sublet the Premises or any portion thereof, without the consent of Landlord (but with prior written notice to Landlord), to any entity (i) which will continue to use the Premises solely for the Permitted Use and otherwise in a manner compatible with the Project and (ii)(A) controlling, controlled by or under common control with Tenant, or (B) that is Tenant’s successor through merger, reorganization or consolidation as long as the successor entity has a net worth at the time of such assignment that is equal to or greater than the net worth of Tenant will be an action immediately prior to such transaction, or proceeding for specific performance, injunction (C) that acquires substantially all of the assets of Tenant as long as such acquiring entity has a net worth at the time of such assignment that is equal to or declaratory relief. greater than the net worth of Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment immediately prior to such transaction (a “Permitted Assignment or subleaseSublease”).
Appears in 2 contracts
Samples: Office Lease (Ameriquest, Inc.), Office Lease (Ameriquest, Inc.)
Prohibition. Tenant shall not assigncovenants and agrees that neither this Lease nor the term and estate hereby granted, mortgagenor any interest herein or therein, pledge will be assigned, mortgaged, pledged, encumbered or otherwise transfer or encumber this Leasetransferred, in whole or in partand that neither the Premises, nor sublet, assignany part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or permit occupancy used or occupied, or utilized for desk space or for mailing privileges, by any party anyone other than Tenant of all Tenant, or for any part of the Premisesuse or purpose other than as stated herein, or be sublet or offered or advertised for subletting, without the prior written consent of LandlordLandlord in each and every case, which may consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding anything contained herein to the contrary, Tenant shall have no right to advertise publicly to assign this lease or sublet any interest hereunder. Not in limitation of the foregoing, Tenant’s request for Landlord’s consent to subletting or assignment shall be submitted in writing no later than sixty (60) days in advance of the proposed effective date of such proposed assignment or sublease, which request shall be accompanied by the following information (the “Required Information”): (i) the name, current address and business of the proposed assignee or subtenant; (ii) the precise square footage and location of the portion of the Premises proposed to be so subleased or assigned; (iii) the effective date and term of the proposed assignment or subletting; and (iv) the rent and other consideration to be paid to Tenant by such proposed assignee or subtenant. Tenant also shall at the time the Tenant requests the consent of Landlord, deliver to promptly supply Landlord with such financial statements and other information in writing as Landlord may reasonably require respecting request, prepared in accordance with generally accepted accounting principles, not more than ninety (90) days old when delivered to Landlord, indicating the net worth, liquidity and credit worthiness of the proposed assignee or subtenant including, without limitation, in order to permit Landlord to evaluate the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance assignment or sublease, or (b) refuse such consent. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and Tenant agrees to be bound by the terms reimburse Landlord for legal fees and provisions of this Lease any other reasonable expenses and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent costs incurred by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing connection with any proposed assignment or subleasesubletting.
Appears in 2 contracts
Samples: Lease Agreement (FusionStorm Global, Inc.), Lease Agreement (Avici Systems Inc)
Prohibition. Tenant Sublessee shall not (by operation of law or otherwise) sell, assign, mortgage, pledge encumber, pledge, sublease or in any manner transfer or otherwise transfer dispose of this Sublease or encumber this Lease, in whole or in part, nor sublet, assignany interest therein, or permit occupancy by any party other than Tenant of all or any part of the PremisesSubleased Premises nor grant licenses, occupancy rights therein, without the Sublessor’s prior written consent of Landlordconsent, which consent may not be unreasonably withheld, conditioned or delayed. Tenant Further, to the extent Prime Lessor’s consent is required under the Prime Lease for any Disposition (as defined below) by tenant under the Prime Lease, Sublessor’s and Prime Lessor’s consent shall at be required for such Disposition, provided that Sublessor’s consent shall not be unreasonably withheld, conditioned or delayed. Consent by Sublessor to any such sale, assignment, mortgage, encumbrance, pledge, sublease, transfer, disposition, license, occupancy or lease (any “Disposition”) on any one occasion shall not obviate the time necessity for obtaining consent to any subsequent Disposition. Notwithstanding anything contained in this Sublease to the Tenant requests the consent of Landlordcontrary, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord Sublessee shall have the right to assign, sublet (all or any part of), license (all or any part of) or transfer the Sublease or any interest in or to the Subleased Premises to (i) a parent corporation or any subsidiary or affiliate of Sublessee (ii) to any entity which acquires or purchases all or a portion of the assets of Sublessee or the division or business unit of Sublessee of which this Sublease is a part or (iii) to any successor by way of merger, consolidation, inversion, stock or other equity interest purchase or transfer, spin-off, initial public offering or other transaction. Sublessor acknowledges and agrees that Sublessee shall be released from any rights and obligations that Sublessee’s assigns or otherwise transfers pursuant to clauses (ii) and (iii) above, shall not less than twenty require the Sublessor’s consent, but shall require ten (2010) business days after receipt of days’ prior notice to Sublessor and shall be subject to all required information to elect one requirements of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentPrime Lease. In addition, as Sublessor acknowledges and agrees that Sublessee’s permitted use of the Subleased Premises may include the short-term or interim use of a condition portion of the Subleased Premises by Sublessee’s customers or other parties with whom Sublessee has a business relationship (together, “Business Partners”) for purposes related to Landlord's consent the conduct of Sublessee’s business operated in the Subleased Premises. Sublessee’s Business Partners shall be entitled to any assignment, sublease use the Subleased Premises for the uses permitted in this Sublease at no additional charge to Sublessee or encumbrance sharing of revenues and occupancy of the Subleased Premises by such Business Partners shall not constitute an assignment or subletting for purposes of this Sublease except as otherwise provided in the Prime Lease and Sublessee and its Business Partners shall be the delivery to Landlord of a true copy comply with all terms and provisions of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory Prime Lease with respect to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees Prime Lessor’s rights related to be bound by such use. Subject to the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect Prime Lease, Sublessor shall have no right to the assigned or subleased portion recapture portions of the Premises. No assignment Subleased Premises or subletting by Tenant shall relieve Tenant terminate the Sublease in the event that Sublessee seeks an assignment, sublease or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver other transfer of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee Sublease or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleaseits Subleased Premises.
Appears in 2 contracts
Samples: Sublease, Sublease (Horizon Pharma PLC)
Prohibition. Except as expressly set forth herein with respect to a Related Entity, Tenant shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer or encumber this LeaseLease (collectively, "assignment"), in whole or in part, whether voluntarily or involuntarily or by operation of law, nor sublet, assign, sublet or permit occupancy by any party person other than Tenant of all or any part portion of the Premises, Premises without first obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheld. Tenant hereby agrees that Landlord may withhold its consent to any proposed sublease or assignment if the proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) beyond those requirements which are applicable to Tenant, unless the proposed sublessee or assignee shall at (a) first deliver plans and specifications for complying with such additional requirements and obtain Landlord's written consent thereto, which consent shall not be unreasonably withheld, and (b) comply with all Landlord's conditions for or contained in such consent, including without limitation, requirements for security to assure the time lien-free completion of such improvements. If Tenant seeks to sublet or assign all or any portion of the Premises, Tenant requests the consent of Landlord, shall deliver to Landlord at least thirty (30) days prior to the proposed commencement of the sublease or assignment (the "Proposed Effective Date") the following: (i) the name of the proposed assignee or sublessee; (ii) such information in writing as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require respecting require; and (iii) the proposed assignee aforementioned plans and specifications, if any. Within ten (10) days after Landlord's receipt of a written request from Tenant that Tenant seeks to sublet or subtenant includingassign all or any portion of the Premises, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt deliver to Tenant a copy of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord's consent to any assignment, standard form of sublease or encumbrance of this Lease assignment agreement (as applicable), which instrument shall be the delivery to Landlord of utilized for each proposed sublease or assignment (as applicable), and such instrument shall include a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder, but with respect to a sublease only, to the extent applicable to the subleased portion of the Premises, and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premiseshereof. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and As Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred to Landlord a fee in reviewing any proposed assignment or sublease.the amount of five hundred dollars ($500) plus Tenant
Appears in 2 contracts
Samples: Lease Agreement (Cisco Systems Inc), Lease Agreement (Cisco Systems Inc)
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use described in SECTION 4.1 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheldwithheld or delayed. Tenant shall at Any purported assignment, mortgage, transfer, pledge or sublease made without the time the Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentbe absolutely null and void. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord's written approval shall be voidrequired in all such instances. The No consent by Landlord to any assignment or subletting sublease shall not constitute be deemed to release Tenant from its obligations hereunder and Tenant shall remain fully liable for performance of all obligations under this Lease. Notwithstanding the foregoing, Tenant shall be permitted to assign this Lease or sublease the Premises to an affiliate of Tenant (affiliate, meaning an entity which either controls Tenant, is controlled by Tenant, or is under common control with Tenant),or to a waiver corporation resulting from the merger or consolidation with Tenant, or any persons or entity which acquires substantially all of the necessity for such consent assets of Tenant as a going concern, or to any subsequent assignment person or entity which acquires substantially all of subletting. the stock of Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or sublease.
Appears in 2 contracts
Samples: Industrial Building Lease (Build a Bear Workshop Inc), Industrial Building Lease (Build a Bear Workshop Inc)
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant’s reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use described in Section 4.1 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent may not be unreasonably withheldgiven or withheld in Landlord’s sole, but reasonable, discretion. Tenant shall at Any purported assignment, mortgage, transfer, pledge or sublease made without the time the Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentbe absolutely null and void. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord’s written approval shall be voidrequired in all such instances. The No consent by Landlord to any assignment or subletting sublease shall be deemed to release Tenant from its obligations hereunder and Tenant shall remain fully liable for performance of all obligations under this Lease. Notwithstanding the foregoing, Tenant shall be permitted to assign or sublease any portion of the Premises to its parent corporation or to any wholly-owned subsidiary or to any successor in interest to Tenant or to an entity resulting from the merger of Tenant into such entity or to any entity acquiring all or substantially all of Tenant’s assets or common stock (each a “Permitted Assignee”) of Tenant without Landlord’s prior written consent; provided, however, that in the event or an assignment or sublease to a Permitted Assignee, Tenant must notify Landlord in writing of such assignment or sublease no later than thirty (30) days prior to such Permitted Assignee occupying all or any portion of the Premises; further, provided, that Tenant shall remain fully liable for performance of all obligations under this Lease; and further, provided, that such Permitted Assignee shall not constitute a waiver be permitted to use the Premises in violation of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs Section 1.8 and attorneys' fees incurred in reviewing any proposed assignment or subleaseSection 4.1.
Appears in 1 contract
Prohibition. Tenant shall not assign, mortgage, pledge directly or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all or any part of the Premisesindirectly, without the prior written consent of Landlord, Landlord (which may consent shall not be unreasonably withheld), assign this Lease or any interest herein or sublease the Premises or any part thereof, or permit the use or occupancy of the Premises by any person or entity other than Tenant, except as provided in SECTION 9.7. Tenant may hypothecate this Lease to an institutional lender upon prior notice to Landlord and without releasing Tenant of its obligations herein. In the event Tenant hypothecates this Lease to an institutional lender pursuant to this SECTION 9.1, Landlord agrees that it will negotiate in good faith with such lender a commercially reasonable Subordination, Non-Disturbance and Attornment Agreement which is satisfactory to Landlord; all costs of such negotiation (including reasonable attorneys' fees) shall at be paid by Tenant. This Lease shall not, nor shall any interest herein, be assignable as to the time interest of Tenant involuntarily or by operation of law without the Tenant requests the prior written consent of Landlord. Subject to SECTION 9.7, deliver for purposes of this Lease, any of the following transfers on a cumulative basis shall constitute an assignment of this Lease, of which Tenant shall provide written notice to Landlord; if Tenant is a corporation, the transfer of more than forty-nine percent (49%) of the stock of the corporation; if Tenant is a partnership, the transfer of more than forty-nine percent (49%) of the capital or profits interest in the partnership; and if Tenant is a trust, the transfer of more than forty-nine (49%) of the beneficial interest under the trust. However, if Tenant is a corporation with equity securities registered under Section 12 of the Securities Exchange Act of 1934, then a transfer of such securities shall not be deemed an assignment of this Lease for which Xxxxxxxx's consent is required. Any of the foregoing acts without such prior written consent of Landlord such information in writing as shall be void and shall, at the option of Landlord, constitute a default that entitles Landlord may reasonably require respecting to terminate this Lease. Tenant agrees that the proposed instrument by which any assignment or sublease to which Landlord consents is accomplished shall expressly provide that the assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of will perform all required information to elect one of the following: covenants to be performed by Tenant under this Lease (a) consent to such proposed assignment, encumbrance or in the case of a sublease, or (b) refuse only insofar as such consent. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect covenants relate to the assigned or subleased portion of the Premises. No Premises subject to such sublease) as and when performance is due after the effective date of the assignment or subletting by Tenant shall relieve Tenant sublease and that Landlord will have the right to enforce such covenants directly against such assignee or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereundersubtenant. Any purported assignment or subletting contrary to sublease without an instrument containing the foregoing provisions hereof without consent shall be void. The consent Tenant shall in all cases remain liable for the performance by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee subtenant of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleaseall such covenants.
Appears in 1 contract
Samples: Lease (Wj Communications Inc)
Prohibition. Tenant shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer or encumber this LeaseLease (collectively, "assignment"), in whole or in part, whether voluntarily or involuntarily or by operation of law, nor sublet, assign, sublet or permit occupancy by any party person other than Tenant of all or any part portion of the Premises, Premises (collectively "sublease") without first obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheld. Tenant hereby agrees that Landlord may withhold its consent to any proposed sublease or assignment if the proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) beyond those requirements which are applicable to Tenant, unless the proposed sublessee or assignee shall at (a) first deliver plans and specifications for complying with such additional requirements and obtain Landlord's written consent thereto, and (b) comply with all Landlord's conditions for or contained in such consent, including without limitation, requirements for security to assure the time lien-free completion of such improvements. If Tenant seeks to sublet or assign all or any portion of the Premises, Tenant requests the consent of Landlord, shall deliver to Landlord at least thirty (30) days prior to the proposed commencement of the sublease or assignment (the "Proposed Effective Date") the following: (i) the name of the proposed assignee or sublessee; (ii) such information in writing as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require respecting require; and (iii) the proposed assignee aforementioned plans and specifications, if any. Within ten (10) days after Landlord's receipt of a written request from Tenant that Tenant seeks to sublet or subtenant includingassign all or any portion of the Premises, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt deliver to Tenant a copy of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord's consent to any assignment, standard form of sublease or encumbrance of this Lease assignment agreement (as applicable), which instrument shall be the delivery to Landlord of utilized for each proposed sublease or assignment (as applicable), and such instrument shall include a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant shall reimburse Landlord for actual legal and provisions other expenses incurred by Landlord in connection with any actual or proposed assignment or subletting to a maximum of five thousand dollars ($5,000.00). In the event the sublease (1) by itself or taken together with prior sublease(s) covers or totals, as the case may be, more than twenty-five percent (25%) of the rentable square feet of the Premises or (2) is for a term which by itself or taken together with prior or other subleases is greater than fifty percent (50%) of the period remaining in the term of this Lease and perform all as of the obligations time of the Proposed Effective Date, then Landlord shall have the right, to be exercised by giving written notice to Tenant hereunder within fifteen (15) business days after Landlord's receipt of Tenant's written request, to recapture the space described in the sublease. If such recapture notice is given, it shall serve to terminate this Lease with respect to the assigned or subleased portion proposed sublease space, or, if the proposed sublease space covers all the Premises, it shall serve to terminate the entire term of this Lease in either case, as of the Proposed Effective Date. However, no termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where necessary, of the holder of each deed of trust encumbering the Premises or any part thereof. If this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the proportion of square feet retained by Tenant to the square feet originally demised and this Lease as so amended shall continue thereafter in full force and effect. Each permitted assignee or sublessee shall assume and be deemed to assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed or complied with, for the term of this Lease. No assignment or subletting by shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall relieve not be released from performing any of the terms, covenants and conditions of this Lease. Tenant hereby acknowledges and agrees that it understands that Landlord's accounting department may process and accept Rent payments without verifying that such payments are being made by Tenant, a permitted sublessee or Guarantor a permitted assignee in accordance with the provisions of this Lease. Although such payments may be processed and accepted by such accounting department personnel, any and all actions or omissions by the personnel of Landlord's accounting department shall not be considered as acceptance by Landlord of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee nor shall such actions or omissions be deemed to be a substitute for the requirement that Tenant obtain Landlord's prior written consent to any such subletting or assignment, and any such actions or omissions by the personnel of Landlord's accounting department shall not be considered as a voluntary relinquishment by Landlord of any of its rights hereunder nor shall any voluntary relinquishment of such rights be inferred therefrom. For purposes hereof, in the event Tenant is a corporation, partnership, joint venture, trust or other entity other than a natural person except as provided in Section 15.4, any change in the direct or indirect ownership of Tenant will (whether pursuant to one or more transfers) which results in a change of more than fifty percent (50%) in the direct or indirect ownership of Tenant shall be deemed to be an action or proceeding for specific performanceassignment within the meaning of this Section 15 and shall be subject to all the provisions hereof. Any and all options, injunction or declaratory relief. first rights of refusal, tenant improvement allowances and other similar rights granted to Tenant in this Lease, if any, shall pay not be assignable by Tenant unless expressly authorized in writing by Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or sublease.
Appears in 1 contract
Samples: Lease Agreement (Shoe Pavilion Inc)
Prohibition. (a) Tenant shall not assigncovenants and agrees that neither this Lease nor the term and estate hereby granted, mortgageor any interest herein or therein, pledge will be assigned, mortgaged, pledged, encumbered or otherwise transfer transferred (including without limitation transfers by operation of law) and that neither the Premises nor the Building nor any part thereof will be encumbered in any manner by reason of any act or encumber this Leaseomission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or be sublet (which term, without limitation, shall include granting of concessions, licenses, and the like) in whole or in part, nor subletwithout, assignin each instance, or permit occupancy by any party other than Tenant of all or any part of having first received the Premises, without the prior express written consent of Landlord, which consent may not be unreasonably withheldwithheld in Landlord's sole discretion. Tenant It shall at be a condition of the time validity of any assignment that the Tenant requests the consent of assignee agrees directly with Landlord, deliver by written instrument in form satisfactory to Landlord such information in writing as Landlord may reasonably require respecting Landlord, to be bound by all the proposed assignee or subtenant obligations of Tenant hereunder, including, without limitation, the name, address, nature of business, ownership, financial responsibility covenant against further assignment and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premisessubletting. No assignment or subletting by Tenant shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor.
(b) If this Lease be assigned, or Guarantor of if the Premises or any obligation under this Leasepart thereof be sublet or occupied by anyone other than Tenant, including Tenant’s obligation Landlord may, at any time and from time to pay Base Rent time, collect rent and Additional Rent hereunder. Any purported assignment other charges from the assignee, subtenant or subletting contrary occupant, and apply the net amount collected to the provisions hereof without consent rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be voiddeemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as a tenant or a release of Tenant from the further performance by Tenant of its obligations hereunder. The consent by Landlord to any an assignment or subletting shall not constitute a waiver in no way be construed to relieve Tenant or any successor from obtaining the express consent in writing of the necessity for such consent Landlord to any subsequent further assignment of or subletting. Tenant's sole remedy for Landlord's refusal .
(c) In connection with any proposed assignment or subletting, Tenant shall provide Landlord with such information as to consent to a the proposed assignee or sublessee of and as to the proposed business arrangement between the proposed assignee or sublessee and Tenant will be an action or proceeding as Landlord may reasonably request. Furthermore, Tenant agrees to promptly reimburse Landlord for specific performance, injunction or declaratory relief. Tenant shall pay Landlordany reasonable attorney's reasonable processing costs and attorneys' fees incurred in reviewing connection with any proposed assignment or sublease.subletting. ARTICLE VII RESPONSIBILITY FOR REPAIRS AND CONDITION OF PREMISES, TENANT'S AGREEMENT & UTILITIES AND UTILITY COSTS
Appears in 1 contract
Samples: Lease (Passport Restaurants Inc)
Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, Landlord in each instance which may consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing statements of such proposed assignee or subtenant subtenant. If Landlord receives information from Tenant regarding a proposed assignee or sublessee and Landlord determines that Landlord needs additional information, Landlord shall promptly notify of the information that Landlord requires from Tenant. Landlord shall have not less more than twenty fifteen (2015) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent, or (c) elect to terminate this Lease, in the case of a proposed assignment, or elect to terminate the Lease with respect to the portion of the Premises proposed to be subleased, as applicable. In addition, as a condition to Landlord's ’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's ’s sole remedy for Landlord's ’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's ’s reasonable processing costs and attorneys' ’ fees incurred in reviewing any proposed Assignment or sublease. Notwithstanding anything to the contrary in this Section 15.1 and so long as Tenant provides Landlord with not less than fifteen (15) days prior written notice, no prior written consent of Landlord shall be required for any assignment or subleasesublease with (collectively, a “Permitted Transferee”): (i) a corporation or other entity into or with which Tenant is merged, reorganized or consolidated or with an entity to which all or substantially all of Tenant’s assets are transferred, provided (x) such merger, reorganization, consolidation or transfer of assets is for a valid business purpose and not principally for the purpose of transferring the leasehold estate created hereby, and (y) the assignee or successor entity has a net worth (determined in accordance with generally accepted accounting principles consistently applied) at least equal to or in excess of the net worth of Tenant immediately prior to such merger, consolidation, reorganization or transfer and Landlord has been provided with reasonable proof thereof prior to such transaction or (ii) any entity which is a parent, subsidiary or affiliate of Tenant. As used herein, the term “affiliate” means an entity controlled by, controlling or under common control with Tenant. For the purposes of this Section 15.1, “control” means either direct ownership of not less than 51% of the voting control of such entity.
Appears in 1 contract
Samples: Lease Agreement (Planar Systems Inc)
Prohibition. Tenant shall not assign, mortgage, hypothecate, encumber, otherwise pledge this Lease or otherwise transfer or encumber this LeaseTenant's interest hereunder, in whole or in part, nor subletwhether voluntarily or involuntarily or by operation of law, without first obtaining the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant shall not assign, grant any license or concession, or otherwise transfer this Lease (collectively, "assignment"), in whole or in part, whether voluntarily or involuntarily or by operation of law, nor sublet or permit occupancy by any party person other than Tenant of all or any part portion of the Premises without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Landlord reserves the right to refuse to give its consent (and Tenant agrees that it shall not be deemed unreasonable for Landlord to so refuse to give its consent) to an assignment or sublease if the operating experience or public or business reputation or net worth or available cash of the proposed new tenant is unacceptable to Landlord, in Landlord's reasonable opinion.. If Tenant seeks to sublet or assign all or any portion of the Premises, Tenant shall deliver to Landlord at least thirty (30) days prior to the proposed commencement of the sublease or assignment (the "Proposed Effective Date") the following: (i) the name of the proposed assignee or sublessee; (ii) the terms and provisions of the proposed assignment or sublease; and (iii) such information as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require. Within ten (10) days after Landlord's receipt of a written request from Tenant that Tenant seeks to sublet or assign all or any portion of the Premises, Landlord shall notify Tenant of its decision, and if the assignment or sublease is approved, deliver to Tenant a copy of Landlord's standard form of sublease or assignment agreement (as applicable), which instrument shall be utilized for each proposed sublease or assignment (as applicable), and such instrument shall include a provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant shall pay to Landlord a fee in the amount of five hundred dollars ($500) plus Tenant shall reimburse Landlord for actual legal and other expenses incurred by Landlord in connection with any actual or proposed assignment or subletting. Each permitted assignee or sublessee shall assume and be deemed to assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed or complied with, for the term of this Lease. No assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall not be released from performing any of the terms, covenants and conditions of this Lease. Tenant hereby acknowledges and agrees that it understands that Landlord's accounting department may process and accept Rent payments without verifying that such payments are being made by Tenant, a permitted sublessee or a permitted assignee in accordance with the provisions of this Lease. Although such payments may be processed and accepted by such accounting department personnel, any and all actions or omissions by the personnel of Landlord's accounting department shall not be considered as acceptance by Landlord of any proposed assignee or sublessee nor shall such actions or omissions be deemed to be a substitute for the requirement that Tenant obtain Landlord's prior written consent to any such subletting or assignment, and any such actions or omissions by the personnel of Landlord's accounting department shall not be considered as a voluntary relinquishment by Landlord of any of its rights hereunder nor shall any voluntary relinquishment of such rights be inferred therefrom. Any and all options, first rights of refusal, tenant improvement allowances and other similar rights granted to Tenant in this Lease, if Notwithstanding the foregoing, Tenant may, without the prior written consent of Landlord, which may not be unreasonably withheld. Tenant shall at the time the Tenant requests the consent of Landlord, deliver assign this Lease to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent the parent of Tenant or to a wholly-owned subsidiary of Tenant or of such proposed assignment, encumbrance or subleaseparent, or (b) refuse any limited liability company or corporation into which or with which Tenant may be merged or consolidated, provided that the net worth of such consentparent, subsidiary or affiliate, or the net worth of the resulting entity under (b), as the case may be, shall have a net worth at least equal to the greater of (i) the net worth of Tenant on the date of this Lease or (ii) the net worth of Tenant immediately prior to such assignment. Transfer of stock in Tenant shall not be deemed an assignment of this Lease if such transfer is made pursuant to or in connection with an initial public offering of the stock of Tenant, or the further transfers of such publicly sold stock.
1. In additionno event shall Tenant or any lender to Tenant cause to be recorded any financing statements, as a condition UCC filings or their equivalents in connection with this Lease which affect or otherwise impair title to Landlord's consent to any assignment, sublease fixtures and Landlord's real or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of personal property located on the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or sublease.
Appears in 1 contract
Samples: Lease Agreement (New Ico Global Communications Holdings LTD)
Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, assign or permit occupancy by any party other than Tenant of all or any part of the PremisesPremises by any party other than Tenant, without the prior written consent of Landlord, which may not be unreasonably withheldLandlord in each instance. Tenant shall shall, at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant subtenant; and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or ; (b) refuse such consent, which refusal shall be in Landlord's sole discretion; or (c) elect to terminate this Lease or, in the case of a partial sublease, terminate this Lease as to the portion of the Premises proposed to be sublet. As a condition for Landlord's consent to any assignment, encumbrance or release, Landlord may require that the assignee or subtenant remit directly to Landlord on a monthly basis all monies due to Tenant by said assignee or subtenant. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee subtenant or other transferee transferee, in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assignee, subtenant or transferee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder hereunder, including, without limitation, the environmental warranties and covenants set forth in Article XI. If Landlord does not elect to terminate this Lease with respect to a proposed assignment or subletting, then Landlord shall not unreasonably withhold its consent to a proposed assignment or subletting provided that, in addition to all other requirements of this Article XV being satisfied:
(i) The proposed subtenant or assignee is not already a tenant in the assigned Project;
(ii) The proposed subtenant or subleased portion assignee is not a governmental or quasigovernrnental entity or agency;
(iii) The stated or advertised rent that Tenant proposes to charge the proposed subtenant or assignee is not less than Tenant's Base Rent (but Tenant shall be permitted to effectively reduce such rent by the use of concessions);
(iv) The subtenant or assignee is not a party with whom Landlord has had discussions within nine (9) months prior to the date of the Premisesproposed sublease or assignment concerning the possibility of such party leasing space in the Project;
(v) The proposed subtenant or assignee is a reputable party whose financial net worth, credit and financial responsibility is, considering the responsibilities involved, reasonably satisfactory to Landlord;
(vi) The nature and character of the proposed subtenant or assignee, its business or activities and intended use of the Premises is, in Landlord's reasonable judgment, in keeping with the standards of the Project; and
(vii) All costs incurred with respect to providing reasonably appropriate means of ingress and egress from the sublet space or to separate the sublet space from the remainder of the Premises shall be borne by Tenant. No assignment or subletting by Tenant (even if such assignment or subletting is consented to by Landlord) shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without Landlord's consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of or subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing reimburse Landlord for legal and other expenses and administrative costs and attorneys' fees incurred by Landlord in reviewing connection with any proposed request by Tenant for consent to assignment or subleasesubletting upon demand with interest thereon at the Interest Rate from the date of demand until paid in full.
Appears in 1 contract
Samples: Lease Agreement (Bionx Implants Inc)
Prohibition. Tenant shall not assigncovenants and agrees that neither this Lease nor the estate hereby granted, mortgagenor any interest herein or therein, pledge will be assigned (collaterally, conditionally or otherwise), mortgaged, pledged, encumbered or otherwise transfer transferred, whether voluntarily, involuntarily, by operation of law or encumber this Leaseotherwise, and that neither the Premises nor the Property, nor any part thereof, will be encumbered in any manner by reason of any act or omission on the part of Tenant, or be sublet (which term, without limitation, shall include granting of concessions, licenses, use and occupancy agreements and the like) in whole or in part, nor sublet, assign, or permit occupancy be offered or advertised for assignment or sublease by any party other than Tenant of all or any part person acting on behalf of the PremisesTenant, without in each case, the prior written consent of Landlord, which may which, in the case of a proposed assignment or subletting, shall not be unreasonably withheld, delayed or conditioned. Tenant further agrees that notwithstanding any assignment or sublet of any or all of Tenant’s interest in this Lease (irrespective of whether or not Landlord’s consent is required therefor), Tenant shall at remain fully and primarily liable for the payment and performance of its obligations hereunder, and in the case of assignment such liability shall be joint and several with such assignee or assignees from time to time. Any consent by Landlord to a particular assignment, sublease or occupancy or other act, from time to time, for which Landlord’s consent is required pursuant to this ARTICLE 8 shall not in any way diminish the prohibition stated in this Section 8.1 as to any such further assignment, sublease or occupancy or other act or the continuing liability of the original named Tenant requests or of any assignee from time to time. Notwithstanding the foregoing, it is agreed that Landlord’s consent to any assignment of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting this Lease or sublease of any portion of the Premises shall not be considered unreasonably withheld if the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the followingsubtenant: (a) consent is a governmental entity; (b) is an occupant of the Building; (c) whether or not an occupant of the Building, has been in discussions with Landlord regarding the leasing of space within the Building within the preceding six (6) month period; (d) is incompatible with the character of occupancy of the Building; (e) is an entity with which the payment for the sublease or assignment is determined in whole or in part based upon its net income or profits; or (f) would subject the Premises to such proposed assignmenta use which would (i) involve increased personnel or wear upon the Building, encumbrance (ii) violate any exclusive right granted to another tenant of the Building, (iii) require any addition to or subleasemodification of the Premises or the Building in order to comply with building code or other Applicable Laws, (iv) involve or otherwise require any irregular Alterations or demising of the Premises without Tenant’s express written agreement to restore and/or remove the same upon the expiration of the Term, or (bv) refuse such consent. In addition, as involve a condition to Landlord's consent to any assignment, sublease or encumbrance violation of the Permitted Use clause of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or sublease.
Appears in 1 contract
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant’s reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use described in Section 4.1 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent may not be unreasonably withheldgiven or withheld in Landlord’s sole discretion. Tenant shall at Any purported assignment, mortgage, transfer, pledge or sublease made without the time the Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentbe absolutely null and void. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord’s written approval shall be voidrequired in all such instances. The No consent by Landlord to any assignment or subletting sublease shall not constitute a waiver of the necessity for such consent be deemed to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of release Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. from its obligations hereunder and Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleaseremain fully liable for performance of all obligations under this Lease.
Appears in 1 contract
Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, Landlord in each instance which may consent shall not be unreasonably withheldwithheld or delayed. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent, or (c) elect to terminate this Lease, in the case of a proposed assignment, or elect to terminate the Lease with respect to the portion of the Premises proposed to be subleased, as applicable. In addition, as a condition to Landlord's ’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's ’s sole remedy for Landlord's ’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's ’s reasonable processing costs and attorneys' ’ fees incurred in reviewing any proposed assignment or sublease.
Appears in 1 contract
Prohibition. Tenant shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer or encumber this LeaseLease (collectively, "assignment"), in whole or in part, whether voluntarily or involuntarily or by operation of law, nor sublet, assign, sublet or permit occupancy by any party person other than Tenant of all or any part portion of the Premises, Premises without first obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheld. Tenant hereby agrees that Landlord may withhold its consent to any proposed sublease or assignment if the proposed subleases or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) and/or Environmental Laws (defined below) beyond those requirements which are applicable to Tenant, unless the proposed sublessee or assignee shall at (a) first deliver plans and specifications for complying with such additional requirements and obtain Landlord's written consent thereto, and (b) comply with all Landlord's conditions for or contained in such consent, including without limitation, requirements for security to assure the time lien-free completion of such improvements. If Tenant seeks to sublet or assign all or any portion of the Premises, Tenant requests the consent of Landlord, shall deliver to Landlord at least thirty (30) days prior to the proposed commencement of the sublease or assignment (the "Proposed Effective Date") the following: (i) the name of the proposed assignee or sublessee; (ii) such information in writing as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require respecting require; and (iii) the proposed assignee aforementioned plans and specifications, if any. Within ten (10) days after Landlord's receipt of a written request from Tenant that Tenant seeks to sublet or subtenant includingassign all or any portion of the Premises, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt deliver to Tenant a copy of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord's consent to any assignment, standard form of sublease or encumbrance of this Lease assignment agreement (as applicable), which instrument shall be the delivery to Landlord of utilized for each proposed sublease or assignment (as applicable), and such instrument shall include a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant shall pay to Landlord a fee in the amount of five hundred dollars ($500) plus Tenant shall reimburse Landlord for actual reasonable legal and provisions other expenses incurred by Landlord in connection with any actual or proposed assignment or subletting. In the event the sublease or assignment (1) by itself or taken together with prior sublease(s) or partial assignment(s) covers or totals, as the case may be, more than twenty-five percent (25%) of the rentable square feet of the Premises or (2) is for a term which by itself or taken together with prior or other subleases or partial assignments is greater than fifty percent (50%) of the period remaining in the Term of this Lease and perform all as of the obligations time of Tenant hereunder the Proposed Effective Date, then Landlord shall have the right, to be exercised by giving written notice to Tenant, to recapture the space described in the sublease or assignment. If such recapture notice is given, it shall serve to terminate this Lease with respect to the assigned proposed sublease or subleased assignment space, or, if the proposed sublease or assignment space covers all the Premises, it shall serve to terminate the entire term of this Lease in either case, as of the Proposed Effective Date. However, no termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where necessary, of the holder of each deed of trust encumbering the Premises or any part thereof. If this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the proportion of square feet retained by Tenant to the square feet originally demised and this Lease as so amended shall continue thereafter in full force and effect. Each permitted assignee or sublessee shall assume and be deemed to assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed or complied with, for the term of this Lease, but only with respect to the common areas of the Building, the Common Area and the portion of the PremisesPremises sublet or portion of the Lease assigned. No assignment or subletting by shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall relieve not be released from performing any of the terms, covenants and conditions of this Lease. Tenant hereby acknowledges and agrees that it understands that Landlord's accounting department may process and accept Rent payments without verifying that such payments are being made by Tenant, a permitted sublessee or Guarantor a permitted assignee in accordance with the provisions of this Lease. Although such payments may be processed and accepted by such accounting department personnel, any and all actions or omissions by the personnel of Landlord's accounting department shall not be considered as acceptance by Landlord of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee nor shall such actions or omissions be deemed to be a substitute for the requirement that Tenant obtain Landlord's prior written consent to any such subletting or assignment, and any such actions or omissions by the personnel of Landlord's accounting department shall not be considered as a voluntary relinquishment by Landlord of any of its rights hereunder nor shall any voluntary relinquishment of such rights be inferred therefrom. For purposes hereof, except as set forth in 15.4 below, in the event Tenant is a corporation, partnership, joint venture, trust or other entity other than a natural person, any change in the direct or indirect ownership of Tenant will (whether pursuant to one or more transfers) which results in a change of more than fifty percent (50%) in the direct or indirect ownership of Tenant shall be deemed to be an action or proceeding for specific performanceassignment within the meaning of this Section 15 and shall be subject to all the provisions hereof; provided, injunction or declaratory reliefhowever, this sentence shall not be applicable to the originally named Tenant hereunder so long as such originally named Tenant is a public company whose stock is traded on a nationally recognized stock exchange. Any and all options, first rights of refusal, tenant improvement allowances and other similar rights granted to Tenant in this Lease, if any, shall pay not be assignable by Tenant unless expressly authorized in writing by Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or sublease.
Appears in 1 contract
Samples: Lease Agreement (Pri Automation Inc)
Prohibition. Tenant shall not assigncovenants and agrees that, mortgageexcept as permitted herein, pledge neither this Lease nor the estate hereby granted, nor any interest herein or therein, will be assigned (collaterally, conditionally or otherwise), mortgaged, pledged, encumbered or otherwise transfer transferred, whether voluntarily, involuntarily, by operation of law or encumber this Leaseotherwise, and that neither the Premises nor the Property, nor any part thereof, will be encumbered in any manner by reason of any act or omission on the part of Tenant, or be sublet (which term, without limitation, shall include granting of concessions, licenses, use and occupancy agreements and the like) in whole or in part, nor subletwithout in each case, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, which may shall not be unreasonably withheld, conditioned, or delayed provided that any such assignee or subtenant agrees directly with Landlord, by written instrument in form satisfactory to Landlord in its reasonable discretion, to be bound by all obligations of Tenant under this Lease (with respect only to the subleased premises in the case of a sublease), including without limitation, the covenant limiting assignment and subletting and containing such other provisions as are consistent with this Lease. Tenant further agrees that notwithstanding any assignment or sublet of any or all of Tenant’s interest in this Lease (irrespective of whether or not Landlord’s consent is required therefor), Tenant shall at remain fully and primarily liable for the payment and performance of its obligations hereunder, and in the case of assignment such liability shall be joint and several with such assignee or assignees from time to time. Any consent by Landlord to a particular assignment, sublease or occupancy or other act, from time to time, for which Landlord’s consent is required pursuant to this ARTICLE 8, and any provision of this Lease which permits an assignment, sublease or occupancy or other act without Landlord’s consent shall not in any way diminish the prohibition stated in this Section 8.1 as to any such further assignment, sublease or occupancy or other act or the continuing liability of the original named Tenant requests or of any assignee from time to time. Assignment of the Lease or a sublease of all or a portion of the Premises to a parent, affiliate, or subsidiary of Tenant shall be permitted hereunder without the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed . Any assignee or subtenant includingshall be obligated to enter into a written instrument in form satisfactory to Landlord in its reasonable discretion agreeing to be bound by all obligations of Tenant under this Lease (with respect only to the subleased premises in the case of a sublease), including without limitation, the name, address, nature of business, ownership, financial responsibility covenant against further assignment and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or sublease.
Appears in 1 contract
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use described in Section 4.1 above; therefore, except as hereinafter provided, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent may not be unreasonably withheldgiven or withheld in Landlord's sole, but reasonable, discretion. Tenant shall at Any purported assignment, mortgage, transfer, pledge or sublease made without the time the Tenant requests the prior written consent of Landlord, deliver to Landlord such information (or otherwise in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility accordance with this Lease) shall be absolutely null and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentvoid. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment required consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord's written approval shall be voidrequired in all such instances. The No consent by Landlord to any assignment or subletting sublease shall not constitute a waiver be deemed to release Tenant from its obligations hereunder and Tenant shall remain fully liable for performance of all obligations under this Lease. Notwithstanding the provisions of this Section 8.1 to the contrary, Tenant shall have the right, without Landlord consent and free of Landlord's recapture right set forth in Section 8.4, to sublease in one or more transactions up to 35% of the necessity for such consent rentable square footage of the Premises, subject to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal delivery to consent Landlord of an executed counterpart of any such sublease (which shall be made expressly subject and subordinate to a proposed assignee or sublessee this Lease) within 30 days after the commencement date of Tenant will be an action or proceeding for specific performance, injunction or declaratory reliefthe term thereof. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing obtain any proposed required municipal approval for any such assignment or subleasesubletting.
Appears in 1 contract
Prohibition. Tenant shall not assignnot, mortgage, pledge directly or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all or any part of the Premisesindirectly, without the prior written consent of Landlord, Landlord (which may consent shall not be unreasonably withheld), assign this Lease or any interest herein or sublease the Premises or any part thereof, or permit the use or occupancy of the Premises by any person or entity other than Tenant, except as provided in SECTION 9.7. Tenant may hypothecate this Lease to an institutional lender upon prior notice to Landlord and without releasing Tenant of its obligations herein. In the event Tenant hypothecates this Lease to an institutional lender pursuant to this SECTION 9.1, Landlord agrees that it will negotiate in good faith with such lender a commercially reasonable Subordination, Non-Disturbance and Attornment Agreement which is satisfactory to Landlord; all costs of such negotiation (including reasonable attorneys' fees) shall at be paid by Tenant. This Lease shall not, nor shall any interest herein, be assignable as to the time interest of Tenant involuntarily or by operation of law without the Tenant requests the prior written consent of Landlord. Subject to SECTION 9.7, deliver for purposes of this Lease, any of the following transfers on a cumulative basis shall constitute an assignment of this Lease, of which Tenant shall provide written notice to Landlord: if Tenant is a corporation, the transfer of more than forty-nine percent (49%) of the stock of the corporation; if Tenant is a partnership, the transfer of more than forty-nine percent (49%) of the capital or profits interest in the partnership; and if Tenant is a trust, the transfer of more than forty-nine (49%) of the beneficial interest under the trust. However, if Tenant is a corporation with equity securities registered under Section 12 of the Securities Exchange Act of 1934, then a transfer of such securities shall not be deemed an assignment of this Lease for which Xxxxxxxx's consent is required. Any of the foregoing acts without such prior written consent of Landlord such information in writing as shall be void and shall, at the option of Landlord, constitute a default that entitles Landlord may reasonably require respecting to terminate this Lease. Tenant agrees that the proposed instrument by which any assignment or sublease to which Landlord consents is accomplished shall expressly provide that the assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of will perform all required information to elect one of the following: covenants to be performed by Tenant under this Lease (a) consent to such proposed assignment, encumbrance or in the case of a sublease, or (b) refuse only insofar as such consent. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect covenants relate to the assigned or subleased portion of the Premises. No Premises subject to such sublease) as and when performance is due after the effective date of the assignment or subletting by Tenant shall relieve Tenant sublease and that Landlord will have the right to enforce such covenants directly against such assignee or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereundersubtenant. Any purported assignment or subletting contrary to sublease without an instrument containing the foregoing provisions hereof without consent shall be void. The consent Tenant shall in all cases remain liable for the performance by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee subtenant of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleaseall such covenants.
Appears in 1 contract
Samples: Lease (Wj Communications Inc)
Prohibition. Tenant Concessionaire shall not assign, mortgage, pledge or otherwise transfer or encumber this Leasenot, in whole or in part, nor assign, sublet, assign, license or permit occupancy by any party other than Tenant Concessionaire of all or any part of the Premises, without the prior written consent of Landlord, which may not be unreasonably withheldthe Port in each instance. Tenant Concessionaire shall at the time the Tenant Concessionaire requests the consent of Landlordthe Port, deliver to Landlord the Port such information in writing as Landlord the Port may reasonably require respecting the proposed assignee assignee, subtenant or subtenant licensee including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee assignee, subtenant or subtenant and Landlord shall have not less than twenty licensee together with the proposed form of assignment, sublease or license. Within thirty (2030) business days after receipt of all required information to information, the Port shall, in its sole discretion, elect one of the following: (ai) to consent to such proposed assignment, encumbrance sublease or subleaselicense, (ii) buyout Concessionaire’s interest in the Agreement as provided in Section 17.3, or (biii) refuse such consent. In additiondisapprove the assignment, as sublease or license, setting forth the grounds for doing so.
17.1.1 As a condition to Landlord's for the Port’s consent to any assignment, sublease or encumbrance license, the Port may require that the assignee, sublessee or licensee remit directly to the Port on a monthly basis, all monies due to Concessionaire by said assignee, sublessee or licensee (except with respect to excess rentals otherwise due Concessionaire pursuant to Section 17.2). In addition, a condition to the Port’s consent to any assignment, sublease or license of this Lease Agreement or the Premises shall be the delivery to Landlord the Port of a true copy of the fully executed instrument of assignment, transfer sublease or encumbrance license and an agreement executed by the assignee, sublessee or other transferee licensee in form and substance satisfactory to Landlord the Port and expressly enforceable by Landlordthe Port, whereby the assignee assignee, sublessee or licensee assumes and agrees to be bound by the terms and provisions of this Lease Agreement and perform all the obligations of Tenant hereunder Concessionaire hereunder.
17.1.2 In the event of any assignment, Concessionaire and each respective assignor, waives notice of default by the tenant in possession in the payment and performance of the Rent, covenants and conditions of this Agreement and consents that the Port may in each and every instance deal with respect the tenant in possession, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Agreement and modify the same, and in general deal with the tenant then in possession without notice to or consent of any assignor, including Concessionaire; and any extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Concessionaire and of each respective assignor.
17.1.3 Concessionaire agrees that any sublease or license will contain a provision in substance that if there be any termination whatsoever of this Agreement or the Port should buy out Concessionaire’s interest pursuant to Section 17.3, then the subtenant or licensee, at the request of the Port, will attorn to the assigned Port and the sublessee or subleased portion licensee, if the Port so requests, shall continue in effect with the Port, but the Port shall be bound to the subtenant or licensee in such circumstances only by privity of estate. The Port may, in its sole discretion, accept or reject the Premises. attornment.
17.1.4 No assignment assignment, subletting or subletting license by Tenant Concessionaire shall relieve Tenant or Guarantor Concessionaire of any obligation under this LeaseAgreement, including TenantConcessionaire’s obligation to pay Base Rent and Additional Rent or any other sum hereunder. Any purported assignment assignment, subletting or subletting license contrary to the provisions hereof without consent shall be void. The consent by Landlord the Port to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of or subletting. Tenant's sole remedy Concessionaire shall reimburse the Port in the sum of Five Hundred Dollars ($500.00) plus any reasonable professionals’ fees and expenses incurred by the Port in connection with any request by Concessionaire for Landlord's refusal to consent to a proposed assignee an assignment, subletting or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleaselicense.
Appears in 1 contract
Samples: Lease and Concession Agreement
Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Leasenot, in whole or in part, nor assign, sublet, assign, license or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, which may not be unreasonably withheldthe Port in each instance. Tenant shall at the time the Tenant requests the consent of Landlordthe Port, deliver to Landlord the Port such information in writing as Landlord the Port may reasonably require respecting the proposed assignee assignee, subtenant or subtenant licensee including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee assignee, subtenant or subtenant and Landlord shall have not less than licensee. Within twenty (20) business days after receipt of all required information to information, the Port shall, in its sole discretion, elect one of the following: (a) to consent to such proposed assignment, sublease or license or (b) to refuse such consent.
21.1.1 As a condition for the Port’s consent to any assignment, encumbrance or sublease, the Port may require that the assignee, sublessee or licensee remit directly to the Port on a monthly basis, all monies due to Tenant by said assignee, sublessee or licensee (b) refuse such consentexcept with respect to excess rentals otherwise due Tenant pursuant to Section 21.2). In addition, as a condition to Landlord's the Port’s consent to any assignment, sublease or encumbrance license of this Lease Amended and Restated Agreement or the Premises shall be the delivery to Landlord the Port of a true copy of the fully executed instrument of assignment, transfer sublease or encumbrance license and an agreement executed by the assignee, sublessee or other transferee licensee in form and substance satisfactory to Landlord the Port and expressly enforceable by Landlordthe Port, whereby the assignee assignee, sublessee or licensee assumes and agrees to be bound by the terms and provisions of this Lease Amended and Restated Agreement and perform all the obligations of Tenant hereunder hereunder.
21.1.2 In the event of any assignment, Tenant and each respective assignor, waives notice of default by the tenant in possession in the payment and performance of the Rent, covenants and conditions of this Amended and Restated Agreement and consents that the Port may in each and every instance deal with respect the tenant in possession, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Amended and Restated Agreement and modify the same, and in general deal with the tenant then in possession without notice to or consent of any assignor, including Tenant; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Tenant and of each respective assignor.
21.1.3 Tenant agrees that any sublease or license will contain a provision in substance that if there be any termination whatsoever of this Amended and Restated Agreement then the subtenant or licensee, at the request of the Port, will attorn to the assigned Port and the sublessee or subleased portion licensee, if the Port so requests, shall continue in effect with the Port, but the Port shall be bound to the subtenant or licensee in such circumstances only by privity of estate. Nothing herein shall be deemed to require the Premises. Port to accept such attornment.
21.1.4 No assignment assignment, subletting or subletting license by Tenant shall relieve Tenant or Guarantor of any obligation under this LeaseAmended and Restated Agreement, including Tenant’s obligation to pay Base Rent and Additional Rent Rent, fees or other amount due hereunder. Any purported assignment assignment, subletting or subletting license contrary to the provisions hereof without consent shall be void. The consent by Landlord the Port to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting.
21.1.5 Tenant shall reimburse the Port in the sum of subletting. Tenant's sole remedy Five Hundred Dollars ($500.00) plus any reasonable professionals’ fees and expenses incurred by the Port in connection with any request by Tenant for Landlord's refusal to consent to a proposed assignee an assignment, subletting or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleaselicense.
Appears in 1 contract
Samples: Cruise Facility Lease Agreement
Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all or any part of the PremisesPremises (collectively, a “Transfer”), without the prior written consent of Landlord, which may not be unreasonably withheld. Tenant shall shall, at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or subleaseTransfer, or (b) refuse such consent. In addition, as a condition to Landlord's Xxxxxxxx’s consent to any assignment, sublease or encumbrance Transfer of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting Transfer contrary to the provisions hereof without consent shall be voidvoid and an Event of Default by Tenant. The consent by Landlord to any assignment or subletting Transfer shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory reliefTransfer. Tenant shall pay Landlord's ’s reasonable processing costs and attorneys' ’ fees incurred in reviewing any proposed assignment or subleaseTransfer.
Appears in 1 contract
Samples: Absolute Net Lease Agreement (Zoned Properties, Inc.)
Prohibition. Tenant shall not assign, convey, mortgage, pledge pledge, encumber or otherwise transfer this Lease or encumber this Leaseany interest therein, in whole sublet the Premises or in part, nor sublet, assignany part thereof, or permit the use or occupancy by any party other than Tenant of all the Premises or any part of the Premisesthereof by anyone other than Tenant, without the receiving Landlord's prior written consent of Landlordconsent, which may consent shall not be unreasonably withheldwithheld or delayed. Tenant Any purported transfer, encumbrance, pledge, mortgage, assignment or subletting not in compliance herewith shall at be void and of no force or effect. In the time the Tenant requests the consent event of any assignment, subletting, transfer or occupancy by someone other than Tenant, whether or not expressly or impliedly approved by Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting Tenant shall, nevertheless, at all times, remain fully responsible and jointly and severally liable for the proposed payment of the rent and for compliance with all other obligations imposed upon Tenant under the terms, provisions and covenants of this Lease. Any assignment or sublease shall contain a provision whereby the assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility agrees to comply with and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of be bound by all required information to elect one of the following: (a) consent to such proposed assignmentterms, encumbrance or subleasecovenants, or (b) refuse such consent. In additionconditions, as a condition to Landlord's consent to any assignment, sublease or encumbrance provisions and agreements of this Lease to the extent applicable, and Tenant shall be the delivery deliver to Landlord of a true Landlord, promptly after execution, an executed copy of the fully executed instrument of assignment, transfer each assignment or encumbrance sublease and an agreement executed of compliance by each assignee or subtenant. Any sublease shall also contain a provision that in the assignee, sublessee or other transferee in form event of default by Tenant hereunder and substance satisfactory to Landlord and expressly enforceable a termination of this Lease by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Leasesuch subtenant shall, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for at Landlord's refusal option, attorn to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or Landlord as if Landlord were the lessor under the sublease.
Appears in 1 contract
Prohibition. Tenant Concessionaire shall not assign, mortgage, pledge or otherwise transfer or encumber this Leasenot, in whole or in part, nor assign, sublet, assign, license or permit occupancy by any party other than Tenant Concessionaire of all or any part of the Premises, without the prior written consent of Landlord, which may not be unreasonably withheldthe Port in each instance. Tenant Concessionaire shall at the time the Tenant Concessionaire requests the consent of Landlordthe Port, deliver to Landlord the Port such information in writing as Landlord the Port may reasonably require respecting the proposed assignee assignee, subtenant or subtenant licensee including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee assignee, subtenant or subtenant and Landlord shall have not less than twenty licensee together with the proposed form of assignment, sublease or license. Within thirty (2030) business days after receipt of all required information to information, the Port shall, in its sole discretion, elect one of the following: (ai) to consent to such proposed assignment, encumbrance sublease or subleaselicense, (ii) buyout Concessionaire’s interest in the Agreement as provided in Section 15.3, or (biii) refuse such consent. In additiondisapprove the assignment, as sublease or license, setting forth the grounds for doing so.
15.1.1 As a condition to Landlord's for the Port’s consent to any assignment, sublease or encumbrance license, the Port may require that the assignee, sublessee or licensee remit directly to the Port on a monthly basis, all monies due to Concessionaire by said assignee, sublessee or licensee (except with respect to excess rentals otherwise due Concessionaire pursuant to Section 15.2). In addition, a condition to the Port’s consent to any assignment, sublease or license of this Lease Agreement or the Premises shall be the delivery to Landlord the Port of a true copy of the fully executed instrument of assignment, transfer sublease or encumbrance license and an agreement executed by the assignee, sublessee or other transferee licensee in form and substance satisfactory to Landlord the Port and expressly enforceable by Landlordthe Port, whereby the assignee assignee, sublessee or licensee assumes and agrees to be bound by the terms and provisions of this Lease Agreement and perform all the obligations of Tenant hereunder Concessionaire hereunder.
15.1.2 In the event of any assignment, Concessionaire and each respective assignor, waives notice of default by the tenant in possession in the payment and performance of the Rent, covenants and conditions of this Agreement and consents that the Port may in each and every instance deal with respect the tenant in possession, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Agreement and modify the same, and in general deal with the tenant then in possession without notice to or consent of any assignor, including Concessionaire; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Concessionaire and of each respective assignor.
15.1.3 Concessionaire agrees that any sublease or license will contain a provision in substance that if there be any termination whatsoever of this Agreement or the Port should buy out Concessionaire’s interest pursuant to Section 15.3, then the subtenant or licensee, at the request of the Port, will attorn to the assigned Port and the sublessee or subleased portion licensee, if the Port so requests, shall continue in effect with the Port, but the Port shall be bound to the subtenant or licensee in such circumstances only by privity of estate. Nothing herein shall be deemed to require the Premises. Port to accept such attornment.
15.1.4 No assignment assignment, subletting or subletting license by Tenant Concessionaire shall relieve Tenant or Guarantor Concessionaire of any obligation under this LeaseAgreement, including TenantConcessionaire’s obligation to pay Base Rent and Additional Rent or any other sum hereunder. Any purported assignment assignment, subletting or subletting license contrary to the provisions hereof without consent shall be void. The consent by Landlord the Port to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting.
15.1.5 Concessionaire shall reimburse the Port in the sum of subletting. Tenant's sole remedy Five Hundred Dollars ($500.00) plus any reasonable professionals’ fees and expenses incurred by the Port in connection with any request by Concessionaire for Landlord's refusal to consent to a proposed assignee an assignment, subletting or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleaselicense.
Appears in 1 contract
Samples: Lease and Concession Agreement
Prohibition. Tenant Lessee shall not assign, mortgage, pledge or otherwise transfer or encumber this Leasenot, in whole or in part, nor assign, sublet, assign, license or permit occupancy by any party other than Tenant Lessee of all or any part of the Premises, without the prior written consent of Landlord, which may not be unreasonably withheldthe Port in each instance. Tenant Lessee shall at the time the Tenant Lessee requests the consent of Landlordthe Port, deliver to Landlord the Port such information in writing as Landlord the Port may reasonably require respecting the proposed assignee assignee, subtenant or subtenant licensee including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee assignee, subtenant or subtenant and Landlord shall have not less than licensee. Within twenty (20) business days after receipt of all required information to information, the Port shall, in its sole discretion, elect one of the following: (a) to consent to such proposed assignment, sublease or license or (b) to refuse such consent.
13.1.1 As a condition for the Port’s consent to any assignment, encumbrance or sublease, the Port may require that the assignee, sublessee or licensee remit directly to the Port on a monthly basis, all monies due to Lessee by said assignee, sublessee or licensee (b) refuse such consentexcept with respect to excess rentals otherwise due Lessee pursuant to Section 13.2). In addition, as a condition to Landlord's the Port’s consent to any assignment, sublease or encumbrance license of this Lease or the Premises shall be the delivery to Landlord the Port of a true copy of the fully executed instrument of assignment, transfer sublease or encumbrance license and an agreement executed by the assignee, sublessee or other transferee licensee in form and substance satisfactory to Landlord the Port and expressly enforceable by Landlordthe Port, whereby the assignee assignee, sublessee or licensee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder Lessee hereunder.
13.1.2 In the event of any assignment, Xxxxxx and each respective assignor, waives notice of default by the tenant in possession in the payment and performance of the Rent, covenants and conditions of this Lease and consents that the Port may in each and every instance deal with respect the tenant in possession, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Lease and modify the same, and in general deal with the tenant then in possession without notice to or consent of any assignor, including Lessee; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Lessee and of each respective assignor.
13.1.3 Lessee agrees that any sublease or license will contain a provision in substance that if there be any termination whatsoever of this Lease then the subtenant or licensee, at the request of the Port, will attorn to the assigned Port and the sublessee or subleased portion licensee, if the Port so requests, shall continue in effect with the Port, but the Port shall be bound to the subtenant or licensee in such circumstances only by privity of estate. Nothing herein shall be deemed to require the Premises. Port to accept such attornment.
13.1.4 No assignment assignment, subletting or subletting license by Tenant Lessee shall relieve Tenant or Guarantor Lessee of any obligation under this Lease, including TenantXxxxxx’s obligation to pay Base Rent and Additional Rent or any other sum hereunder. Any purported assignment assignment, subletting or subletting license contrary to the provisions hereof without consent shall be void. The consent by Landlord the Port to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting.
13.1.5 Lessee shall reimburse the Port in the sum of subletting. Tenant's sole remedy Five Hundred Dollars ($500.00) plus any reasonable professionals’ fees and expenses incurred by the Port in connection with any request by Xxxxxx for Landlord's refusal to consent to a proposed assignee an assignment, subletting or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleaselicense.
Appears in 1 contract
Samples: Lease Agreement
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular uses set forth in Section 4 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise; (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent may not be unreasonably withheldgiven or withheld in Landlord's reasonable discretion. Tenant shall at Any purported assignment, mortgage, transfer, pledge or sublease made without the time the Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt be absolutely null and void and of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance no legal force or sublease, or (b) refuse such consenteffect. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord's written approval shall be voidrequired in all such instances. The Any consent by Landlord to any assignment or subletting sublease shall not constitute a waiver be deemed to release Tenant from its obligation hereunder and Tenant shall remain fully liable for performance of all obligations under this Lease. In the necessity for such consent event that Landlord elects to reject any subsequent assignment of subletting. proposed sublease or assignment, the Tenant's sole and exclusive remedy for Landlord's refusal shall be to consent seek a declaratory judgment against Landlord so as to enable Tenant to avoid a proposed assignee termination of this Lease. Any violation of the provisions of this Section 8.1 shall constitute a default under this Lease. Notwithstanding anything to the contrary herein, Tenant, at any time and from time to time during the Lease Term shall have the right to sublet all or sublessee ay portion of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleasethe Premises to Clarx Xxxustries.
Appears in 1 contract
Prohibition. Tenant shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer or encumber this LeaseLease (collectively, "assignment"), in whole or in part, whether voluntarily or involuntarily or by operation of law, nor sublet, assign, sublet or permit occupancy by any party person other than Tenant of all or any part portion of the Premises, Premises without first obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheld. Tenant hereby agrees that Landlord may withhold its consent to any proposed sublease or assignee if the proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) and/or Environmental Laws (defined below) beyond those requirements which are applicable to Tenant, unless the proposed sublessee or assignee shall at (a) first deliver plans and specifications for complying with such additional requirements ant obtain Landlord's written consent thereto, and (b) comply with all Landlord's conditions for or contained in such consent, including without limitation, requirements for security to assure the time lien-free completion of such improvements. If Tenant seeks to sublet or assign all or any portion of the Premises, Tenant requests the consent of Landlord, shall deliver to Landlord at least thirty (30) days prior to the proposed commencement of the sublease or assignment (the "Proposed Effective Date") the following: (i) the name of the proposed assignee or sublessee; (ii) such information in writing as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require respecting require; and (iii) the proposed assignee aforementioned plans and specifications, if any. Within ten (10) days after Landlord's receipt of a written request from Tenant that Tenant seeks to sublet or subtenant includingassign all or any portion of the Premises, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt deliver to Tenant a copy of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord's consent to any assignment, standard form of sublease or encumbrance of this Lease assignment agreement (as applicable), which instrument shall be the delivery to Landlord of utilized for each proposed sublease or assignment (as applicable), and such instrument shall include a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant shall pay to Landlord a fee in the amount of five hundred dollars ($500) plus Tenant shall reimburse Landlord for actual legal and provisions other expenses incurred by Landlord in connection with any actual or proposed assignment or subletting. In the event the sublease or assignment (1) by itself or taken together with prior sublease(s) or partial assignment(s) covers or totals, as the case may be, more than twenty-five percent (25%) of the rentable square feet of the Premises or (2) is for a term which by itself or taken together with prior or other subleases or partial assignments is greater than fifty percent (50%) of the period remaining in the Term of this Lease and perform all as of the obligations time of Tenant hereunder the Proposed Effective Date, then Landlord shall have the right, to be exercised by giving written notice to Tenant, to recapture the space described in the sublease or assignment. If such recapture notice is given, it shall serve to terminate this Lease with respect to the assigned proposed sublease or subleased portion assignment space, or, if the proposed sublease or assignment space covers all the Premises, it shall serve to terminate the entire term of this Lease in either case, as of the Proposed Effective Date. However, no termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where necessary, of the holder of each deed of trust encumbering the Premises or any part thereof. If this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the proportion of square feet retained by Tenant to the square feet originally demised and this Lease as so amended shall continue thereafter in full force and effect. Each permitted assignee or sublessee shall assume and be deemed to assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed or complied with, for the term of this Lease. No assignment or subletting by shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall relieve not be released from performing any of the terms, covenants and conditions of this Lease. Tenant hereby acknowledges and agrees that it understands that Landlord's accounting department may process and accept Rent payments without verifying that such payments are being made by Tenant, a permitted sublessee or Guarantor a permitted assignee in accordance with the provisions of this Lease. Although such payments may be processed and accepted by such accounting department personnel, any and ail actions or omissions by the personnel of Landlord's accounting department shall not be considered as acceptance by Landlord of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee nor shall such actions or omissions be deemed to be a substitute for the requirement that Tenant obtain Landlord's prior written consent to any such subletting or assignment, and any such actions or omissions by the personnel of Landlord's accounting department shall not be considered as a voluntary relinquishment by Landlord of any of its rights hereunder nor shall any voluntary relinquishment of such rights to be inferred therefrom. For purposes hereof, in the event Tenant is a corporation, partnership, joint venture, trust or other entity other than a natural person, any change in the direct or indirect ownership of Tenant will (whether pursuant to one or more transfers) which results in a change of more than fifty percent (50%) except for sales of shares through a regulated public exchange in the direct or indirect ownership of Tenant shall be deemed to be an action assignment within the meaning of this Section 15 and shall be subject to all the provisions hereof. Except for a permissible assignment to a Related Entity, any and all options, first rights of refusal, tenant improvement allowances and other similar rights granted to Tenant in this Lease, if any, shall not be assignable by Tenant unless expressly authorized in writing by Land Lord. Notwithstanding anything to the contrary contained herein, so long as Tenant delivers to Landlord (1) at least thirty (30) days prior written notice of its intention to assign or proceeding for specific performancesublease the Premises to any Related Entity, injunction or declaratory relief. Tenant which notice shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or sublease.set forth the name of the Related
Appears in 1 contract
Samples: Lease Agreement (Jabil Circuit Inc)
Prohibition. Except as expressly set forth herein with respect to a Related Entity, Tenant shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer or encumber this LeaseLease (collectively, "assignment"), in whole or in part, whether voluntarily or involuntarily or by operation of law, nor sublet, assign, sublet or permit occupancy by any party person other than Tenant of all or any part portion of the Premises, Premises without first obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheldwithheld or delayed. Tenant hereby agrees that Landlord may withhold its consent to any proposed sublease or assignment if the proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) and/or Environmental Laws (defined below) beyond those requirements which are applicable to Tenant, unless the proposed sublessee or assignee shall at (a) first deliver plans and specifications for complying with such additional requirements and obtain Landlord's written consent thereto, and (b) comply with all Landlord's conditions for or contained in such consent, including without limitation, requirements for security to assure the time lien-free completion of such improvements. If Tenant seeks to sublet or assign all or any portion of the Premises, Tenant requests the consent of Landlord, shall deliver to Landlord at least thirty (30) days prior to the proposed commencement of the sublease or assignment (the "Proposed Effective Date") the following: (i) the name of the proposed assignee or sublessee; (ii) such information in writing as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require respecting require; and (iii) the proposed assignee aforementioned plans and specifications, if any. Within ten (10) days after Landlord's receipt of a written request from Tenant that Tenant seeks to sublet or subtenant includingassign all or any portion of the Premises, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty deliver to Tenant a copy of Landlord's standard form of sublease or assignment agreement (20as applicable) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition form provided by Tenant and reasonably acceptable to Landlord's consent to any assignment, which instrument shall be utilized for each proposed sublease or encumbrance of this Lease assignment (as applicable), and such instrument shall be the delivery to Landlord of include a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant shall pay to Landlord a fee in the amount of five hundred dollars ($500) plus Tenant shall reimburse Landlord for actual and provisions reasonable legal and other expenses incurred by Landlord in connection with any actual or proposed assignment or subletting. In the event the sublease or assignment (1) by itself or taken together with prior sublease(s) or partial assignment(s) covers or totals, as the case may be, more than twenty-five percent (25%) of the rentable square feet of the Premises excluding Tenant's initial potential sublease of all or a portion of the first floor of the Premises or a sublease or assignment to a Related Entity (2) is for a term which by itself or taken together with prior or other subleases or partial assignments is greater than fifty percent (50%) of the period remaining in the Term of this Lease and perform all as of the obligations time of Tenant hereunder the Proposed Effective Date, then Landlord shall have the right, to be exercised by giving written notice to Tenant, to recapture the space described in the sublease or assignment. If such recapture notice is given, it shall serve to terminate this Lease with respect to the assigned proposed sublease or subleased portion assignment space, or, if the proposed sublease or assignment space covers all the Premises, it shall serve to terminate the entire term of this Lease in either case, as of the Proposed Effective Date. However, no termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where necessary, of the holder of each deed of trust encumbering the Premises or any part thereof. If this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the proportion of square feet retained by Tenant to the square feet originally demised and this Lease as so amended shall continue thereafter in full force and effect. Each permitted assignee or sublessee, including without limitation, a Related Entity, shall assume and be deemed to assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed or complied with, for the term of this Lease. No assignment or subletting by shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall relieve Tenant or Guarantor not be released from performing any of any obligation under the terms, covenants and conditions of this Lease. Tenant hereby acknowledges and agrees that it understands that Landlord's accounting department may process and accept Rent payments without verifying that such payments are being made by Tenant, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment a permitted sublessee or subletting contrary to a permitted assignee in accordance with the provisions hereof without consent shall be voidof this Lease. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or sublease.Although
Appears in 1 contract
Prohibition. Tenant shall not, without the prior written consent of Landlord (which consent shall not be unreasonably withheld, conditioned or delayed), assign this Lease or any interest herein or sublease the Premises or any part thereof, or permit the use or occupancy of the Premises by any person or entity other than Tenant, except as provided in Section 9.7. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, pledge, mortgage or hypothecate this Lease or any interest herein. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord (which may consent shall not be unreasonably withheld, conditioned or delayed). Tenant For purposes of this Lease, any of the following transfers on a cumulative basis shall at constitute an assignment of this Lease that requires the time the Tenant requests the prior written consent of Landlord: if Tenant is a corporation, deliver the transfer of more than forty-nine percent (49%) of the stock of the corporation; if Tenant is a partnership, the transfer of more than forty-nine percent (49%) of the capital or profits interest in the partnership; and if Tenant is a trust, the transfer of more than forty-nine (49%) of the beneficial interest under the trust. However, if Tenant is a corporation with equity securities registered under Section 12 of the Securities Exchange Act of 1934, then a transfer of such securities shall not be deemed an assignment of this Lease for which Landlord’s consent is required. Any of the foregoing acts without such prior written consent of Landlord shall be void and shall, at the option of Landlord, constitute a default that entitles Landlord to terminate this Lease. Tenant agrees that the instrument by which any assignment or sublease to which Landlord such information in writing as Landlord may reasonably require respecting consents is accomplished shall expressly provide that the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of will perform all required information to elect one of the following: covenants to be performed by Tenant under this Lease (a) consent to such proposed assignment, encumbrance or in the case of a sublease, or (b) refuse only insofar as such consent. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect covenants relate to the assigned or subleased portion of the Premises. No Premises subject to such sublease) as and when performance is due after the effective date of the assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereundersublease. Any purported assignment or subletting contrary to sublease without an instrument containing the foregoing provisions hereof without consent shall be void. The consent Tenant shall in all cases remain liable for the performance by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee subtenant of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleaseall such covenants.
Appears in 1 contract
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use set forth in SECTION 3 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, Lease in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all : (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent may be given or withheld in Landlord's reasonable discretion, other than the assignment by Tenant to a Permitted Transferee, as described in SECTION 7.3 below. By way of example and not limitation, Landlord shall be unreasonably withheld. Tenant shall at deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord's opinion (i) the time purposes for which the Tenant requests proposed transferee intends to use the consent Premises are not in keeping with the standards of Landlord, deliver to Landlord such information in writing as Landlord for the Building and may reasonably require respecting have a material adverse affect on the existing structural or physical condition of the Premises; (ii) the proposed assignee or subtenant including, without limitation, has an Unacceptable Business Reputation (as hereinafter defined); (iii) the name, address, nature financial worth of business, ownership, financial responsibility and standing of such the proposed assignee or subtenant and is insufficient to meet the obligations hereunder, or (iv) the prospective assignee or subtenant is (A) a current tenant at the park in which the Building is located or (B) a bona-fide third-party prospective tenant who Landlord has received a proposal from or submitted a proposal to within ninety (90) days prior to the date of Tenant's request to assign or sublet. For purposes of this Lease, Unacceptable Business Reputation shall have not less than twenty (20) business days after receipt of all required information to elect one mean any of the following: (ax) consent to such proposed assignmentthe conduct of a business that violates accepted social mores or otherwise suggests moral turpitude, encumbrance whether because of the name or subleaseinherent nature of the underlying business, or (by) refuse a business whose equity owners, officers or principal employees have committed serious criminal or unlawful acts, or have been subject to media publicity regarding criminal investigations, workplace violations or other unlawful acts or behavior that could be reasonably expected to draw negative attention to the Premises, or (z) Landlord has had prior business dealings with the proposed assignee or sublessee, during which such consentproposed assignee or sublessee acted in a disreputable manner. In addition, as a condition to Landlord's consent to any Any purported assignment, mortgage, transfer, pledge or sublease or encumbrance made without the prior written consent of Landlord (other than to a Permitted Transferee) shall be absolutely null and void. No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord's written approval shall be voidrequired in all such instances. The Any consent by Landlord to any assignment or subletting sublease shall not constitute be deemed to release Tenant from its obligations hereunder and Tenant shall remain fully liable for performance of all obligations under this Lease. Subject to SECTION 7.3 below, any change in control of Tenant resulting from a waiver of the necessity for such consent to any subsequent merger, consolidation, stock transfer or asset sale shall be considered an assignment of subletting. Tenant's sole remedy for or transfer that requires Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleaseprior written consent.
Appears in 1 contract
Prohibition. Tenant acknowledges that the economic concessions and rental rates set forth in this Lease were negotiated by Landlord and Tenant in consideration of, and would not have been granted by Landlord but for, the specific nature of the leasehold interest granted to Tenant hereunder, as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, the provisions of this Article 12 which define and limit the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property, and Landlord hereby reserves the right to receive any increased rental value of the Premises during the Lease Term as the same may be realized by any transfer of said estate. Tenant shall not directly or indirectly, voluntarily or involuntarily assign, mortgage, pledge mortgage or otherwise transfer encumber all or encumber any portion of its interest in this Lease, in whole Lease or in partthe Premises (collectively, nor sublet, assign, "ASSIGNMENT") or permit occupancy the Premises to be occupied by any party anyone other than Tenant of all or Tenant's employees or sublet the Premises (collectively, "SUBLEASE") or any part of the Premises, portion thereof without obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheld. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord and any such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed attempted assignment, subletting, mortgage or other encumbrance without such consent shall be null and void and of no effect. The acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or sublease, or (b) refuse such consent. In addition, as to be a condition to Landlord's consent to any assignmentAssignment or Sublease. If Tenant is a corporation, sublease an unincorporated association, a limited liability company or encumbrance a partnership, any transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership which results in a change in the effective control of such entity (such as a change of the general partner or a change in the ownership of the general partner of a limited partnership), shall be deemed an Assignment of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or sublease.
Appears in 1 contract
Samples: Triple Net Lease Agreement (Cross Continent Auto Retailers Inc M&l)
Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all or any part of the PremisesPremises (all of the foregoing, a “Transfer”), without the prior written consent of Landlord, which may not be unreasonably withheld. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord's Xxxxxxxx’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported hereunder except for an assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred replacement guarantor described in reviewing any proposed assignment or sublease.Section
Appears in 1 contract
Samples: Absolute Net Lease Agreement (Zoned Properties, Inc.)
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use specified in this Lease; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent may not be unreasonably withheldwithheld or delayed. Tenant shall at Any purported assignment, mortgage, transfer, pledge or sublease made without the time the Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentbe absolutely null and void. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord's written approval shall be voidrequired in all such instances. The No consent by Landlord to any assignment or subletting sublease shall not constitute a waiver of the necessity for such consent be deemed to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of release Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. from its obligations hereunder and Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleaseremain fully liable for performance of all obligations under this Lease.
Appears in 1 contract
Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Leasenot, in whole or in part, nor assign, sublet, assign, license or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, which may not be unreasonably withheldLandlord in each instance. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee assignee, subtenant or subtenant licensee including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee assignee, subtenant or subtenant and Landlord shall have not less than twenty licensee. Within ten (2010) business days after receipt of all required information to information, Landlord shall, in its sole discretion, elect one of the following: (a) to consent to such proposed assignment, sublease or license or (b) to refuse such consent.
15.1.1. As a condition for Xxxxxxxx’s consent to any assignment, encumbrance or sublease, Landlord may require that the assignee, sublessee or licensee remit directly to Landlord on a monthly basis, all monies due to Tenant by said assignee, sublessee or licensee (b) refuse such consentexcept with respect to excess rentals otherwise due Tenant pursuant to Section 15.2). In addition, as a condition to Landlord's Xxxxxxxx’s consent to any assignment, sublease or encumbrance license of this Lease or the Premises shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer sublease or encumbrance license and an agreement executed by the assignee, sublessee or other transferee licensee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assignee, sublessee or licensee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder hereunder.
15.1.2. In the event of any assignment, Tenant and each respective assignor, waives notice of default by the tenant in possession in the payment and performance of the Rent, covenants and conditions of this Lease and consents that Landlord may in each and every instance deal with respect the tenant in possession, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Lease and modify the same, and in general deal with the tenant then in possession without notice to or consent of any assignor, including Tenant; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Tenant and of each respective assignor.
15.1.3. Tenant agrees that any sublease or license will contain a provision in substance that if there be any termination whatsoever of this Lease then the subtenant or licensee, at the request of Landlord, will attorn to Landlord and the sublessee or licensee, if Landlord so requests, shall continue in effect with Landlord, but Landlord shall be bound to the assigned subtenant or subleased portion licensee in such circumstances only by privity of the Premisesestate. Nothing herein shall be deemed to require Landlord to accept such attornment.
15.1.4. No assignment assignment, subletting or subletting license by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including TenantXxxxxx’s obligation to pay Base Rent and Additional Rent or any other sum hereunder. Any purported assignment assignment, subletting or subletting license contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of or subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief.
15.1.5. Tenant shall pay Landlord's reimburse Landlord in the sum of Five Hundred Dollars ($500.00) plus any reasonable processing costs professionals’ fees and attorneys' fees expenses incurred by Landlord in reviewing connection with any proposed assignment request by Tenant for consent to an assignment, subletting or subleaselicense.
Appears in 1 contract
Samples: Lease Agreement
Prohibition. Tenant Lessee shall not assign, mortgage, pledge or otherwise transfer or encumber this Leasenot, in whole or in part, nor assign, sublet, assign, license or permit occupancy by any party other than Tenant Lessee of all or any part of the Premises, without the prior written consent of Landlord, which may not be unreasonably withheldthe Port in each instance. Tenant Lessee shall at the time the Tenant Lessee requests the consent of Landlordthe Port, deliver to Landlord the Port such information in writing as Landlord the Port may reasonably require respecting the proposed assignee assignee, subtenant or subtenant licensee including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee assignee, subtenant or subtenant and Landlord shall have not less than licensee. Within twenty (20) business days after receipt of all required information to information, the Port shall, in its sole discretion, elect one of the following: (a) to consent to such proposed assignment, sublease or license or (b) to refuse such consent.
16.1.1 As a condition for the Port’s consent to any assignment, encumbrance or sublease, the Port may require that the assignee, sublessee or licensee remit directly to the Port on a monthly basis, all monies due to Lessee by said assignee, sublessee or licensee (b) refuse such consentexcept with respect to excess rentals otherwise due Lessee pursuant to Section 16.2). In addition, as a condition to Landlord's the Port’s consent to any assignment, sublease or encumbrance license of this Lease or the Premises shall be the delivery to Landlord the Port of a true copy of the fully executed instrument of assignment, transfer sublease or encumbrance license and an agreement executed by the assignee, sublessee or other transferee licensee in form and substance satisfactory to Landlord the Port and expressly enforceable by Landlordthe Port, whereby the assignee assignee, sublessee or licensee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder Lessee hereunder.
16.1.2 In the event of any assignment, Lessee and each respective assignor, waives notice of default by the tenant in possession in the payment and performance of the Rent, covenants and conditions of this Lease and consents that the Port may in each and every instance deal with respect the tenant in possession, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Lease and modify the same, and in general deal with the tenant then in possession without notice to or consent of any assignor, including Lessee; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Lessee and of each respective assignor.
16.1.3 Lessee agrees that any sublease or license will contain a provision in substance that if there be any termination whatsoever of this Lease then the subtenant or licensee, at the request of the Port, will attorn to the assigned Port and the sublessee or subleased portion licensee, if the Port so requests, shall continue in effect with the Port, but the Port shall be bound to the subtenant or licensee in such circumstances only by privity of estate. Nothing herein shall be deemed to require the Premises. Port to accept such attornment.
16.1.4 No assignment assignment, subletting or subletting license by Tenant Lessee shall relieve Tenant or Guarantor Lessee of any obligation under this Lease, including TenantLessee’s obligation to pay Base Rent and Additional Rent or any other sum hereunder. Any purported assignment assignment, subletting or subletting license contrary to the provisions hereof without consent shall be void. The consent by Landlord the Port to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting.
16.1.5 Lessee shall reimburse the Port in the sum of subletting. Tenant's sole remedy Five Hundred Dollars ($500.00) plus any reasonable professionals’ fees and expenses incurred by the Port in connection with any request by Lessee for Landlord's refusal to consent to a proposed assignee an assignment, subletting or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleaselicense.
Appears in 1 contract
Samples: Terminal Lease Agreement
Prohibition. Except as expressly set forth below, Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, Landlord in each instance which may consent shall not be unreasonably withheldwithheld or delayed. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such the following information in writing as Landlord may reasonably require respecting regarding the proposed assignee or subtenant including, without limitation, subtenant: the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and subtenant. Landlord shall have not less than twenty ten (2010) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent, or (c) elect to terminate this Lease, in the case of a proposed assignment, or elect to terminate the Lease with respect to the portion of the Premises proposed to be subleased, as applicable; provided that Landlord may not exercise its right to terminate the Lease (or lease of the applicable portion of the Premises) pursuant to Subsection 15.01(c) above in the case of a requested sublease of the Premises except in the event the cumulative total area of the Premises subleased exceeds 50% of the total area of the Premises. In addition, as a condition to Landlord's ’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any Except as expressly set forth below, any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's ’s reasonable processing actual third party costs and attorneys' ’ fees incurred in reviewing any proposed assignment or sublease (not to exceed $1,000 per assignment or sublease).
Appears in 1 contract
Samples: Lease (Osi Systems Inc)
Prohibition. Tenant shall not have the right to assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor and to sublet, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without only with the prior written consent of Landlord, which may will not be unreasonably withheldwithheld or conditioned. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty ten (2010) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent, or (c) elect to terminate this Lease, in the case of a proposed assignment, or, in the event of a cumulative sublease of more than 50% of the Premises, elect to terminate the Lease with respect to the portion of the Premises proposed to be subleased, as applicable. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s 's obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's ’s reasonable processing costs and attorneys' ’ fees incurred in reviewing any proposed Assignment or sublease. Notwithstanding anything herein to the contrary, the parties agree that, in addition to other reasonable grounds for withholding consent, it shall be reasonable for Landlord to withhold its consent to any such assignment or subleasesublease if in the event (a) Landlord or its affiliates has existing vacant space in Schnitzer Northcreek (“Master Project”) that could reasonably meet the needs of the proposed assignee or sublessee, and (b) the rent for the proposed assignment or sublease for which Tenant is requesting consent is under market rent by 10% or more, based on rates for recent lease transactions for comparable space in the Master Project and/or the Bothell/Xxxxxxxx/Bellevue submarket and/or current asking rates for vacant space in the Master Project and/or the Bothell/Xxxxxxxx/Bellevue market. In the event Landlord withholds consent based upon the rental rate being below market pursuant to the preceding sentence, Landlord shall, upon request by Tenant, provide Tenant with substantiation of such market rent determination.
Appears in 1 contract
Samples: Lease Agreement (Lumera Corp)
Prohibition. Tenant shall not assign, mortgage, pledge assign this Lease or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by sublet any party other than Tenant of all or any part portion of the Premises, Premises without the prior written consent of the Landlord, which may consent shall not be unreasonably withheld. withheld or delayed, provided Tenant shall is not in default under the Lease at the time of such request. The parties agree that it shall be reasonable for Landlord to withhold consent if
(i) Landlord is not satisfied with the Tenant requests the consent financial condition, identity, reputation or business character of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant includingsublessee, without limitation(ii) the proposed assignee or sublessee is an existing tenant of the Building, (iii) the nameidentity of or the use contemplated by the proposed assignee or sublessee would violate an exclusive given by Landlord to another Tenant, address(iv) the proposed assignee or sublessee is a governmental subdivision or agency or any person or entity who enjoys diplomatic or sovereign immunity, nature of business, ownership, financial responsibility and standing of or if Landlord or its agents have shown any space in the Project to or attempted to negotiate lease Terms with such proposed assignee or subtenant and Landlord shall have not less than twenty sublessee regarding other available space in the Project within the proceeding six (206) business days after receipt of all required information to elect one months of the following: (a) consent to such proposed assignmentamendment. Any change in the majority ownership, encumbrance interest or subleasecontrol of Tenant, if Tenant is a corporation, partnership, limited liability company or (b) refuse such consent. In additionother similar type entity, as a condition to Landlord's consent to any assignment, sublease or encumbrance shall constitute an assignment for purposes of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable Paragraph. Notwithstanding any consent by Landlord, whereby the Tenant and Guarantor(s), if any, shall remain jointly and severally liable (along with each approved assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform sublessee, which shall automatically become liable for all the obligations of Tenant hereunder with respect to the assigned or subleased that portion of the Premises. No assignment or subletting by Tenant Premises so transferred), and Landlord shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation be permitted to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to enforce the provisions hereof without consent shall be void. The consent by Landlord to of this Lease directly against Tenant, Guarantor, if applicable, or any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee without proceeding in any way against any other party. In the event of an assignment, contemporaneously with the granting of Landlord's consent, Tenant shall cause the assignee to expressly assume in writing and agree to perform all of the covenants, duties and obligations of Tenant will hereunder and such assignee shall be an action or proceeding jointly and severally liable therefore along with Tenant. No usage of the Premises different from the usage provided for specific performancein Paragraph 1 above shall be permitted, injunction or declaratory relief. Tenant and all other terms and provisions of the Lease shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed continue to apply after such assignment or sublease.
Appears in 1 contract
Samples: Office Lease Agreement
Prohibition. Tenant shall not assign, convey, mortgage, pledge pledge, encumber or otherwise transfer this Lease or encumber this Leaseany interest therein, in whole sublet the Premises or in part, nor sublet, assignany part thereof, or permit the use or occupancy by any party other than Tenant of all the Premises or any part of the Premisesthereof by anyone other than Tenant, without the receiving Landlord's prior written consent of Landlordconsent, which may consent shall not be unreasonably withheldwithheld or delayed. A transfer by operation of law, merger or consolidation, or a change of any partnership interest in Tenant or in the ownership of the voting stock of Tenant or any direct or indirect parent of Tenant shall be deemed an assignment for purposes of this Paragraph 17. Any purported transfer, encumbrance, pledge, mortgage, assignment or subletting not in compliance herewith shall be void and of no force or effect. In the event of any assignment, subletting, transfer or occupancy by someone other than Tenant, whether or not expressly or implied approved by Landlord, Tenant shall, nevertheless, at all times, remain fully responsible and jointly and severally liable for the payment of the rent and for compliance with all other obligations imposed upon Tenant under the terms, provisions and covenants of this Lease. Any assignment or sublease shall contain a provision whereby the assignee or subtenant agrees to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease to the extent applicable, and Tenant shall deliver to Landlord, promptly after execution, an executed copy of each assignment or sublease and an agreement of compliance by each assignee or subtenant. Any sublease shall also contain a provision that in the event of default by Tenant hereunder and a termination of this Lease by Landlord, such subtenant shall, at Landlord's option, attorn to Landlord as if Landlord were the lessor under the sublease. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to reimburse Landlord for all third party costs and expenses incurred by Landlord in considering each such information in writing as Landlord may reasonably require respecting the proposed assignee sublease or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance regardless of whether or subleasenot Landlord consents, or but in an amount not to exceed Five Hundred and No/I 00 Dollars (b) refuse such consent. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or sublease$500).
Appears in 1 contract
Samples: Lease Agreement
Prohibition. Tenant shall not assign, mortgage, pledge assign this Lease or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of sublet all or any part portion of the Premises, Premises without the prior written consent of Landlord, which may consent shall not be unreasonably withheld. withheld or delayed, provided Tenant shall is not in default under this Lease at the time of such request. The parties agree that it shall be reasonable for Landlord to withhold consent if Landlord is not satisfied with the Tenant requests the consent financial condition, identity, reputation or business character of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant includingsublessee or if Landlord or its agents have shown any space in the Project to, without limitationor attempted to negotiate lease terms with, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one sublessee regarding other available space in the Project within the preceding six months of the following: (a) consent to such proposed assignmentassignment or subletting. Any change in the majority ownership, encumbrance interest or subleasecontrol of Tenant, if Tenant is a corporation, partnership, limited liability company or (b) refuse such consent. In additionother similar type entity, as a condition to Landlord's consent to any assignment, sublease or encumbrance shall constitute an assignment for purposes of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable Paragraph. Notwithstanding any consent by Landlord, whereby the Tenant and Guarantors), if any, shall remain jointly and severally liable (along with each approved assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform sublessee, which shall automatically become liable) for all the obligations of Tenant hereunder with respect to the assigned or subleased that portion of the Premises. No assignment or subletting by Tenant Premises so transferred, and Landlord shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation be permitted to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to enforce the provisions hereof without consent shall be void. The consent by Landlord to of this Lease directly against Tenant, Guarantor, if applicable, or any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee without proceeding in any way against any other party. In the event of an assignment, contemporaneously with the granting of Landlord’s consent, Tenant shall cause the assignee to expressly assume in writing and agree to perform all of the covenants, duties and obligations of Tenant will hereunder and such assignee shall be an action or proceeding jointly and severally liable therefor along with Tenant. No usage of the Premises different from the usage provided for specific performancein Paragraph 1 above shall be permitted, injunction or declaratory relief. Tenant and all other terms and provisions of this Lease shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed continue to apply after such assignment or sublease.
Appears in 1 contract
Samples: Office Lease (Feel the World, Inc.)
Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, Landlord in each instance which may consent shall not be unreasonably withheldwithheld or delayed; provided, that nothing herein shall be deemed to prohibit occupancy (without any assignment or subletting) of portions of the Premises by Tenant's affiliates. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility condition and standing reputation of such proposed assignee or subtenant and Landlord shall have not less than twenty ten (2010) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent, which refusal shall be on reasonable grounds. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s 's obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment hereunder or subletting contrary be deemed to allow a release of the LC or Bond pursuant to Section 17.26 until such time as allowed to be terminated or released pursuant to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleasesaid Section 17.
Appears in 1 contract
Samples: Lease Agreement (Microvision Inc)
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use set forth in Section 4 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheld. Tenant shall at Any purported assignment, mortgage, transfer, pledge or sublease made without the time the Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt be absolutely null and void and of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance no legal force or sublease, or (b) refuse such consenteffect. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord's written approval shall be voidrequired in all such instances. The Any consent by Landlord to any assignment or subletting sublease shall not constitute a waiver be deemed to release Tenant from its obligation hereunder and Tenant shall remain fully liable for performance of all obligations under this Lease. In the necessity for such consent event that Landlord elects to reject any subsequent assignment of subletting. proposed sublease or assignment, the Tenant's sole and exclusive remedy for Landlord's refusal shall be to consent seek a declaratory judgment against Landlord so as to enable Tenant to avoid a proposed assignee or sublessee termination of Tenant will be an action or proceeding for specific performance, injunction or declaratory reliefthis Lease. Tenant Any violation of the provisions of this Section 8.1 shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or sublease.constitute a default under this Lease. (SEE SPECIAL STIPULATION 4)
Appears in 1 contract
Samples: Industrial Building Lease (Nantucket Industries Inc)
Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Leasenot, in whole or in part, nor assign, sublet, assign, license or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, which may not be unreasonably withheldLandlord in each instance. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee assignee, subtenant or subtenant licensee including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee assignee, subtenant or subtenant and Landlord shall have not less than licensee. Within twenty (20) business days after receipt of all required information to information, Landlord shall, in its sole discretion, elect one of the following: :
(a) to consent to such proposed assignment, sublease or license or (b) to refuse such consent.
14.1.1. As a condition for Landlord’s consent to any assignment, encumbrance or sublease, Landlord may require that the assignee, sublessee or licensee remit directly to Landlord on a monthly basis, all monies due to Tenant by said assignee, sublessee or licensee (b) refuse such consentexcept with respect to excess rentals otherwise due Tenant pursuant to Section 14.2). In addition, as a condition to Landlord's ’s consent to any assignment, sublease or encumbrance license of this Lease or the Premises shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer sublease or encumbrance license and an agreement executed by the assignee, sublessee or other transferee licensee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assignee, sublessee or licensee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder hereunder.
14.1.2. In the event of any assignment, Tenant and each respective assignor, waives notice of default by the tenant in possession in the payment and performance of the Rent, covenants and conditions of this Lease and consents that Landlord may in each and every instance deal with respect the tenant in possession, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Lease and modify the same, and in general deal with the tenant then in possession without notice to or consent of any assignor, including Tenant; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Tenant and of each respective assignor.
14.1.3. Tenant agrees that any sublease or license will contain a provision in substance that if there be any termination whatsoever of this Lease then the subtenant or licensee, at the request of Landlord, will attorn to Landlord and the sublessee or licensee, if Landlord so requests, shall continue in effect with Landlord, but Landlord shall be bound to the assigned subtenant or subleased portion licensee in such circumstances only by privity of the Premisesestate. Nothing herein shall be deemed to require Landlord to accept such attornment.
14.1.4. No assignment assignment, subletting or subletting license by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent or any other sum hereunder. Any purported assignment assignment, subletting or subletting license contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of or subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief.
14.1.5. Tenant shall pay Landlord's reimburse Landlord in the sum of FIVE HUNDRED DOLLARS ($500.00) plus any reasonable processing costs professionals’ fees and attorneys' fees expenses incurred by Landlord in reviewing connection with any proposed assignment request by Tenant for consent to an assignment, subletting or subleaselicense.
Appears in 1 contract
Samples: Lease Agreement
Prohibition. Tenant acknowledges that this Lease and the Rent due ----------- under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use set forth in Section 4 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheldwithheld or delayed. Tenant shall at Any purported assignment, mortgage, transfer, pledge or sublease made without the time the Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentbe absolutely null and void. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect Any consent by Landlord to the assigned a particular assignment, sublease or subleased portion of the Premises. No assignment mortgage shall not constitute consent or subletting by Tenant shall relieve Tenant or Guarantor approval of any obligation under this Leasesubsequent assignment, including Tenant’s obligation to pay Base Rent sublease or mortgage, and Additional Rent hereunderLandlord's written approval shall be required in all such instances. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting sublease shall not constitute a waiver of the necessity for such consent be deemed to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of release Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. from its obligations hereunder and Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleaseremain fully liable for performance of all obligations under this Lease.
Appears in 1 contract
Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, assign or permit occupancy by any party other than Tenant of all or any part of the PremisesPremises by any party other than Tenant, without the prior written consent of Landlord, which may not be unreasonably withheldLandlord in each instance. Tenant shall shall, at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant subtenant; and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or ; (b) refuse such consent, provided that, unless Landlord elects to terminate this Lease as hereinafter provided, Landlord shall not unreasonably withhold such consent so long as conditions (i) through (vi) below are satisfied; or (c) elect to terminate this Lease or, in the case of a partial sublease (except in the case of the first (1st) sublease of all or any part of the Sublet Space (as hereinafter defined)), terminate this Lease as to the portion of the Premises proposed to be sublet. As a condition for Landlord's consent to any assignment, encumbrance or release, Landlord may require that the assignee or subtenant remit directly to Landlord on a monthly basis all monies due to Tenant by said assignee or subtenant. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee subtenant or other transferee transferee, in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assignee, subtenant or transferee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder hereunder, including, without limitation, the environmental warranties and covenants set forth in Article XI. In the event that Landlord shall elect to exercise its right to terminate this Lease upon a proposed assignment, subletting or other encumbrance of this Lease by Tenant, Tenant shall have the right, within ten (10) days following receipt of written notice of Landlord's election to terminate, to elect to withdraw its request for Landlord's consent to such proposed assignment, subletting or other encumbrance, in which event Landlord's termination notice shall be null and void and this Lease shall remain in full force and effect. If Landlord does not elect to so terminate this Lease with respect to a proposed assignment or subletting, then Landlord shall not unreasonably withhold its consent to a proposed assignment or subletting provided that, in addition to all other requirements of this Article XV being satisfied:
(i) The proposed subtenant or assignee is not already a tenant in the assigned Building, or subleased portion if the proposed subtenant or assignee is already a tenant in the Building, Landlord does not have space reasonably comparable in size to that covered by the proposed sublease or assignment available for lease, or scheduled to become available within three (3) months thereafter, in the Building;
(ii) The stated or advertised rent that Tenant proposes to charge the proposed subtenant or assignee is not less than Tenant's Base Rent (but Tenant shall be permitted to effectively reduce such rent by the use of concessions);
(iii) The subtenant or assignee is not a party with whom Landlord has had discussions within nine (9) months prior to the date of the Premisesproposed sublease or assignment concerning the possibility of such party leasing space in the Building;
(iv) The proposed subtenant or assignee is a reputable party whose financial net worth, credit and financial responsibility is, considering the responsibilities involved, reasonably satisfactory to Landlord;
(v) The nature and character of the proposed subtenant or assignee, its business or activities and intended use of the Premises is, in Landlord's reasonable judgment, in keeping with the standards of the Building; and
(vi) All costs incurred with respect to providing reasonably appropriate means of ingress and egress from the sublet space or to separate the sublet space from the remainder of the Premises shall be borne by Tenant. No assignment or subletting by Tenant (even if such assignment or subletting is consented to by Landlord) shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without Landlord's consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of or subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reimburse Landlord for reasonable processing legal and other expenses and administrative costs and attorneys' fees incurred by Landlord in reviewing connection with any proposed request by Tenant for consent to assignment or subletting upon demand with interest thereon at the Interest Rate from the date of demand until paid in full. Landlord acknowledges that Tenant intends to attempt to sublease, promptly after the Commencement Date, the portion of the Premises shown on Exhibit H (the "Sublet Space"); any such sublease shall be subject to the terms and conditions of this Article XV.
Appears in 1 contract
Samples: Lease (Sedona Corp)
Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, Landlord in each instance which may consent shall not be unreasonably withheldwithheld or delayed; provided, that nothing herein shall be deemed to prohibit occupancy (without any assignment or subletting) of portions of the Premises by Tenant's affiliates. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent, which refusal shall be on reasonable grounds. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s 's obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or sublease.
Appears in 1 contract
Samples: Lease (Eden Bioscience Corp)
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant’s reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use specified in this Lease; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent may not be unreasonably withheldwithheld or delayed. Tenant shall at Any purported assignment, mortgage, transfer, pledge or sublease made without the time the Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentbe absolutely null and void. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord’s written approval shall be voidrequired in all such instances. The No consent by Landlord to any assignment or subletting sublease shall not constitute a waiver of the necessity for such consent be deemed to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of release Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. from its obligations hereunder and Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleaseremain fully liable for performance of all obligations under this Lease.
Appears in 1 contract
Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole assign or in part, nor sublet, assignany manner transfer this Lease or any estate or interest therein, or permit occupancy by any party other than Tenant of all sublet the Premises or any part thereof or grant any license, concession or other right of occupancy of any portion of the Premises, Premises without the prior written consent of Landlord, which may consent shall not be unreasonably withheld, conditioned, or delayed in connection with any assignment of this Lease or subletting of the Premises. In this regard, Tenant further acknowledges and agrees that Landlord's acceptance of Rent from an assignee or subtenant shall at not be deemed to constitute Landlord's consent to such assignment or sublease (in fact, Tenant acknowledges that the time Rent payment process is such that Landlord will not likely even be aware of the Tenant requests the party from whom Rent are received). In determining whether or not to grant its consent of Landlordto a proposed assignment or subletting, deliver to Landlord such information in writing as Landlord may reasonably require respecting take into consideration factors such as the existing uses in the Project, existing use restrictions affecting the Project, the creditworthiness, credit history, reputation and net worth of the proposed transferee, environmental risk, the effect that the operations of such proposed transferee will have on other tenants, whether or not the proposed transferee is a governmental agency or instrumentality thereof, any limitations imposed by the Internal Revenue Code and the regulations promulgated thereunder relating to real estate investment trusts; and any or all other reasonable objective or subjective factors typically taken into account for similar subleases. It shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or sublease if (i) the proposed assignee’s or sublessee’s anticipated use of the Premises involves the generation, storage, use, treatment or disposal of Hazardous Materials that are materially different than authorized hereunder for Tenant in type, quantity, or use; (ii) the proposed assignee or subtenant includingsublessee has been required by any prior landlord, without limitationlender, or governmental authority to take remedial action in connection with Hazardous Materials contaminating a property if the name, address, nature contamination resulted from such assignee’s or sublessee’s actions or use of business, ownership, financial responsibility and standing of such the property in question; or (iii) the proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt sublessee is subject to an enforcement order issued by any governmental authority in connection with the use, storage, management, treatment or disposal of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentHazardous Materials. In addition, as Landlord shall also be entitled to charge Tenant a condition $750.00 fee for processing Tenant's request, plus any attorneys' fees and costs incurred by Landlord (not to Landlord's consent to any assignmentexceed $1,500.00), sublease regardless of whether or encumbrance of this Lease shall be the delivery to not Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premisesgrants its consent. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent Consent by Landlord to any assignment one or subletting more assignments or sublettings shall not constitute operate as a waiver of the necessity for such consent Landlord's rights as to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs assignments and attorneys' fees incurred in reviewing any proposed assignment or subleasesublettings.
Appears in 1 contract
Samples: Lease Agreement (Inogen Inc)
Prohibition. Tenant Concessionaire shall not assign, mortgage, pledge or otherwise transfer or encumber this Leasenot, in whole or in part, nor assign, sublet, assign, license or permit occupancy by any party other than Tenant Concessionaire of all or any part of the Premises, without the prior written consent of Landlord, which may not be unreasonably withheldthe Port in each instance. Tenant Concessionaire shall at the time the Tenant Concessionaire requests the consent of Landlordthe Port, deliver to Landlord the Port such information in writing as Landlord the Port may reasonably require respecting the proposed assignee assignee, subtenant or subtenant licensee including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee assignee, subtenant or subtenant and Landlord shall have not less than twenty licensee together with the proposed form of assignment, sublease or license. Within thirty (2030) business days after receipt of all required information to information, the Port shall, in its sole discretion, elect one of the following: (ai) to consent to such proposed assignment, encumbrance sublease or subleaselicense, or (bii) refuse such consent. In additiondisapprove the assignment, as sublease or license, setting forth the grounds for doing so.
15.1.1 As a condition to Landlord's for the Port’s consent to any assignment, sublease or encumbrance license, the Port may require that the assignee, sublessee or licensee remit directly to the Port on a monthly basis, all monies due to Concessionaire by said assignee, sublessee or licensee (except with respect to excess rentals otherwise due Concessionaire pursuant to Section 15.2). In addition, a condition to the Port’s consent to any assignment, sublease or license of this Lease Agreement or the Premises shall be the delivery to Landlord the Port of a true copy of the fully executed instrument of assignment, transfer sublease or encumbrance license and an agreement executed by the assignee, sublessee or other transferee licensee in form and substance satisfactory to Landlord the Port and expressly enforceable by Landlordthe Port, whereby the assignee assignee, sublessee or licensee assumes and agrees to be bound by the terms and provisions of this Lease Agreement and perform all the obligations of Tenant hereunder Concessionaire hereunder.
15.1.2 In the event of any assignment, Concessionaire and each respective assignor, waives notice of default by the tenant in possession in the payment and performance of the Rent, covenants and conditions of this Agreement and consents that the Port may in each and every instance deal with respect the tenant in possession, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Agreement and modify the same, and in general deal with the tenant then in possession without notice to or consent of any assignor, including Concessionaire; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Concessionaire and of each respective assignor.
15.1.3 Concessionaire agrees that any sublease or license will contain a provision in substance that if there be any termination whatsoever of this Agreement, then the subtenant or licensee, at the request of the Port, will attorn to the assigned Port and the sublessee or subleased portion licensee, if the Port so requests, shall continue in effect with the Port, but the Port shall be bound to the subtenant or licensee in such circumstances only by privity of estate. Nothing herein shall be deemed to require the Premises. Port to accept such attornment.
15.1.4 No assignment assignment, subletting or subletting license by Tenant Concessionaire shall relieve Tenant or Guarantor Concessionaire of any obligation under this LeaseAgreement, including TenantConcessionaire’s obligation to pay Base Rent and Additional Rent or any other sum hereunder. Any purported assignment assignment, subletting or subletting license contrary to the provisions hereof without consent shall be void. The consent by Landlord the Port to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting.
15.1.5 Concessionaire shall reimburse the Port in the sum of subletting. Tenant's sole remedy Five Hundred Dollars ($500.00) plus any reasonable professionals’ fees and expenses incurred by the Port in connection with any request by Concessionaire for Landlord's refusal to consent to a proposed assignee an assignment, subletting or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleaselicense.
Appears in 1 contract
Prohibition. Notwithstanding any other provision of this Lease, Tenant shall not not, directly or indirectly, assign, mortgage, pledge or otherwise transfer transfer, voluntarily or encumber involuntarily, this LeaseLease or any interest herein or sublet (which term without limitation, in shall include granting of concessions, licenses, and the like) or allow any other person or entity to occupy the whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without except for Permitted Transfers (as hereinafter defined) without, in each instance, having first received the prior written express consent of Landlord, which may consent shall not be unreasonably withheld. Tenant withheld or delayed provided that (i) the proposed subtenant shall at have a business reputation and use which is a Permitted Use; (ii) the time proposed subtenant has the Tenant requests financial ability to fulfill all of its obligations under the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting proposed assignment or sublease; and (iii) the proposed assignee or subtenant agrees in writing, in form acceptable to Landlord in the exercise of reasonable business judgment, that its assignment or sublease shall be subject to all of the terms and conditions of this Lease. Any request for consent under this Section 7.1 shall set forth, in detail reasonably satisfactory to Landlord, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee rent or subtenant and any other consideration to be paid in respect thereto. In any case where Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord's consent to any assignment or subletting, Tenant originally named herein shall remain fully liable for Tenant obligations hereunder, including, without limitation, the obligation to pay the rent and other amounts provided under this Lease and such liability shall not be affected in any way by any amendment, modification, or extension or by any further assignment, sublease other transfer, or encumbrance subleasing of this Lease provided that after an assignment, Tenant's obligations shall be limited to those in effect at the delivery to Landlord of a true copy time of the fully executed instrument assignment. Tenant agrees to pay to Landlord, within fifteen (15) days of assignmentbilling therefor, transfer all reasonable legal and other out-of-pocket expenses incurred by Landlord in connection with any request to assign or encumbrance and an agreement executed by sublet. It shall be a condition of the assigneevalidity of any permitted assignment or subletting that the assignee or sublessee agree directly with Landlord, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by all Tenant obligations hereunder, including, without limitation, the terms obligation to pay all Rent and provisions of other amounts provided for under this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No covenant against further assignment or subletting by Tenant shall relieve Tenant other transfer or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or sublease.
Appears in 1 contract
Samples: Lease (CMG Information Services Inc)
Prohibition. Tenant shall not assigncovenants and agrees that neither this Lease nor the term and estate hereby granted, mortgagenor any interest herein or therein, pledge will be assigned, mortgaged, pledged, encumbered or otherwise transfer or encumber this Leasetransferred, in whole or in partand that neither the Premises, nor sublet, assignany part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or permit occupancy used or occupied, or utilized for desk space or for mailing privileges, by any party anyone other than Tenant of all Tenant, or for any part of the Premisesuse or purpose other than as stated herein, or be sublet or offered or advertised for subletting, without the prior written consent of LandlordLandlord in each and every case, which may consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding anything contained herein to the contrary, Tenant shall have no right to advertise on or about the Building or the Site to assign this Lease or sublet any interest hereunder. Not in limitation of the foregoing, Tenant’s request for Landlord’s consent to subletting or assignment shall be submitted in writing no later than sixty (60) days in advance of the proposed effective date of such proposed assignment or sublease, which request shall be accompanied by the following information (the “Required Information”): (i) the name, current address and business of the proposed assignee or subtenant; (ii) the precise square footage and location of the portion of the Premises proposed to be so subleased or assigned; (iii) the effective date and term of the proposed assignment or subletting; and (iv) the rent and other consideration to be paid to Tenant by such proposed assignee or subtenant. Tenant also shall at the time the Tenant requests the consent of Landlord, deliver to promptly supply Landlord with such financial statements and other information in writing as Landlord may reasonably require respecting request, prepared in accordance with generally accepted accounting principles, not more than ninety (90) days old when delivered to Landlord, indicating the net worth, liquidity and credit worthiness of the proposed assignee or subtenant including, without limitation, in order to permit Landlord to evaluate the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance assignment or sublease, or (b) refuse such consent. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and Tenant agrees to be bound by the terms reimburse Landlord for legal fees and provisions of this Lease any other reasonable expenses and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent costs incurred by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing connection with any proposed assignment or subleasesubletting.
Appears in 1 contract
Samples: Lease Agreement (One)
Prohibition. Tenant shall not assign, mortgage, pledge assign or otherwise transfer this Lease or encumber this Leasesublet the Premises or any part thereof, in whole without first obtaining Landlord's consent, which consent shall not be unreasonably withheld or in part, nor sublet, assign, or permit occupancy by any party other than delayed. Unless Tenant of proposes to sublease all or any part portion of the Premises, without the prior written consent of Landlordor to assign this Lease, which may not be unreasonably withheld. Tenant shall at the time the Tenant requests the consent of Landlord, deliver (i) to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or subleasean Affiliate, or (bii) refuse as part of a sale, assignment or other transfer of the equity interest of Tenant or a sale, assignment or transfer of assets of Tenant in addition to the Lease and Tenant's interest in the Premises, Tenant shall give Landlord notice of its intention to enter into such consentassignment or sublease and such notice shall be deemed an offer from Tenant to Landlord whereby Landlord may (A) terminate this Lease with respect to such space as Tenant proposes to sublease if the term of such sublease is for the balance of the Lease Term, upon the terms and conditions hereinafter set forth, or (B) if the proposed transaction is an assignment of this Lease, to terminate this Lease with respect to the entire Premises. In addition, as a condition Such option may be exercised by notice from Landlord to Tenant within thirty (30) days after Landlord's consent receipt of Tenant's notice. If Landlord exercises this option to any assignment, sublease terminate all or encumbrance a portion of this Lease pursuant to this Section 19.1, (x) this Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that which is 75 days after Landlord's receipt of Tenant's notice, (y) Tenant's Rents shall be the delivery apportioned, paid or refunded as of such date, and (z) Tenant, upon Landlord's request, shall enter into an amendment of this Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions hereof. If Landlord shall not exercise its right to terminate pursuant to this Section, then if such assignment or sublease shall not be consummated within nine (9) months from the giving of such notice by Tenant, Landlord's right to terminate shall be reactivated and the foregoing provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant Section 19.1 shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord apply to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed future assignment or sublease.
Appears in 1 contract
Samples: Building Lease (Media Metrix Inc)
Prohibition. Tenant shall not assigncovenants and agrees that neither this Lease nor the term and estate hereby granted, mortgagenor any interest herein or therein, pledge will be assigned, mortgaged, pledged, encumbered or otherwise transfer or encumber this Leasetransferred, in whole or in partand that neither the Premises, nor sublet, assignany part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or permit occupancy used or occupied, or utilized for desk space or for mailing privileges, by any party anyone other than Tenant of all Tenant, or for any part of the Premisesuse or purpose other than as stated herein, or be sublet or offered or advertised for subletting, without the prior written consent of LandlordLandlord in each and every case, which may consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding anything contained herein to the contrary, Tenant shall have no right to advertise publicly to assign this Lease. Not in limitation of the foregoing, Tenant’s request for Landlord’s consent to subletting or assignment shall be submitted in writing no later than thirty (30) days in advance of the proposed effective date of such proposed assignment or sublease, which request shall be accompanied by the following information (the “Required Information”): (i) the name, current address and business of the proposed assignee or subtenant; (ii) the precise square footage and location of the portion of the Premises proposed to be so subleased or assigned; (iii) the effective date and term of the proposed assignment or subletting; and (iv) the rent and other consideration to be paid to Tenant by such proposed assignee or subtenant. Tenant also shall at promptly supply Landlord with the time the Tenant requests the consent most recent unaudited financial statements of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant includingcertified by an officer thereof and prepared in accordance with generally accepted accounting practices, without limitationalong with such other information as Landlord may reasonably request, indicating the namenet worth, address, nature liquidity and credit worthiness of business, ownership, financial responsibility and standing of such the proposed assignee or subtenant and in order to permit Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of evaluate the following: (a) consent to such proposed assignment, encumbrance assignment or sublease, or (b) refuse such consent. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and Tenant agrees to be bound by the terms reimburse Landlord for legal fees and provisions of this Lease any other reasonable expenses and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent costs incurred by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing connection with any proposed assignment or subleasesubletting, not to exceed $3,000.00 in any one instance.
Appears in 1 contract
Samples: Lease Agreement (Danger Inc)
Prohibition. Tenant shall not assignnot, mortgage, pledge directly or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all or any part of the Premisesindirectly, without the prior written consent of Landlord, Landlord (which may consent shall not be unreasonably withheld, delayed or conditioned), assign this Lease or any interest herein or sublease the Premises or any part thereof, or permit the use or occupancy of the Premises by any person or entity other than Tenant. Tenant shall not, directly or indirectly, without the prior written consent of Landlord (which consent shall not be unreasonably withheld, delayed or conditioned), pledge, mortgage or hypothecate this Lease or any interest herein. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord. Any of the foregoing acts without such prior written consent of Landlord shall be void and shall, at the time option of Landlord, constitute a default that entitles Landlord to terminate this Lease. Notwithstanding anything to the contrary contained herein, Tenant requests may assign this Lease at any time, or sublease all or part of the Premises, without Landlord's prior written consent, to any entity that acquires all or part of Tenant, or that is acquired in whole or in part by Tenant, or that is controlled directly or indirectly by Tenant, or that controls, directly or indirectly, Tenant ("Affiliate"), or that owns or is owned by an Affiliate, so long as such transaction was not entered into as a subterfuge to avoid the obligations or restrictions of this Lease. Tenant agrees that the instrument by which any assignment or sublease to which Landlord consents is accomplished shall expressly provide that the assignee or subtenant will perform all of the covenants to be performed by Tenant under this Lease (in the case of a sublease, only insofar as such covenants relate to the portion of the Premises subject to such sublease) as and when performance is due after the effective date of the sublease and that Landlord will have the right to enforce such covenants directly against assignee or subtenant. Any purported assignment or sublease without an instrument containing the foregoing provisions shall be void. Tenant shall in all cases, regardless whether such assignment requires the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting remain liable for the proposed performance by any assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleasecovenants.
Appears in 1 contract
Samples: Lease Agreement (Radyne Corp)
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use described in Section 4.1 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheldwithheld delayed or conditioned. Tenant shall at Any purported assignment, mortgage, transfer, pledge or sublease made without the time the Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentbe absolutely null and void. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord's written approval shall be voidrequired in all such instances. The No consent by Landlord to any assignment or subletting sublease shall not constitute a waiver of the necessity for such consent be deemed to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of release Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. from its obligations hereunder and Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleaseremain fully liable for performance of all obligations under this Lease.
Appears in 1 contract
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use set forth in Section 4 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which may consent as to (a) and (b) shall not be unreasonably withheldwithheld and as to (c) may be given or withheld in Landlord's sole and absolute discretion. Tenant shall at Any purported assignment, mortgage, transfer, pledge or sublease made without the time the Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt be absolutely null and void and of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentno legal force and effect. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord's written approval shall be voidrequired in all such instances. The Any consent by Landlord to any assignment or subletting sublease shall not constitute a waiver be deemed to release Tenant from its obligations hereunder and Tenant shall remain fully liable for performance of all obligations under this Lease. In the necessity for such consent event that Landlord elects to reject any subsequent assignment of subletting. proposed sublease or assignment, the Tenant's sole and exclusive remedy for Landlord's refusal shall be to consent seek a declaratory judgment against Landlord so as to enable Tenant to avoid a proposed assignee or sublessee termination of Tenant will be an action or proceeding for specific performance, injunction or declaratory reliefthis Lease. Tenant Any violation of the provisions of this Section 8.1 shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleaseconstitute a default under this Lease.
Appears in 1 contract
Prohibition. Except as expressly set forth below, Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, Landlord in each instance which may consent shall not be unreasonably withheldwithheld or delayed. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such the following information in writing as Landlord may reasonably require respecting regarding the proposed assignee or subtenant including, without limitation, subtenant: the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and subtenant. Landlord shall have not less than twenty ten (2010) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent, or (c) elect to terminate this Lease, in the case of a proposed assignment, or elect to terminate the Lease with respect to the portion of the Premises proposed to be subleased, as applicable; provided that Landlord may not exercise its right to terminate the Lease (or lease of the applicable portion of the Premises) pursuant to Subsection 15.01(c) above in the case of a requested sublease of the Premises except in the event the cumulative total area of the Premises subleased exceeds 50% of the total area of the Premises. In addition, as a condition to Landlord's ’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any Except as expressly set forth below, any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's ’s reasonable processing actual third party costs and attorneys' ’ fees incurred in reviewing any proposed assignment or sublease (not to exceed $1,000 per assignment or sublease).
Appears in 1 contract
Samples: Lease Agreement (Osi Systems Inc)
Prohibition. Tenant shall not assign, mortgagesublease, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all Lease or any part of the Premises, interest therein without the prior written consent of LandlordLandlord first being obtained, which may consent will not be unreasonably withheld. withheld or delayed provided that: (1) Tenant shall provides written notice to Landlord at least 10 business days prior to such assignment or subletting setting forth the details of the proposed assignment or sublease; (2) Landlord declines to exercise its rights under Section 17.2; (3) the transferee is engaged in a business and the portion of the Premises will be used for the Use permitted under this Lease and in a manner which is in keeping with the then standards of the Building and does not conflict with any exclusive use rights granted to any other tenant of the Building, and such use will not, in Landlord's reasonable opinion materially increase parking or occupancy loads; (4) Landlord, in its sole discretion, determines that the transferee has a sound business reputation; (5) Tenant is not in default at the time it makes its request; (6) the Tenant requests transferee is not a tenant or currently negotiating a lease with Landlord in any Building owned by Landlord adjacent to the consent Building (provided Landlord has space available to satisfy the space requirements of Landlord, deliver the transferee and is willing to Landlord lease such information in writing as Landlord may reasonably require respecting space to the proposed assignee or subtenant including, without limitation, transferee); and (7) the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have rent to be paid by the transferee is not less than twenty (20) business days after receipt of all required information to elect one 85% of the following: (a) consent to such proposed assignment, encumbrance rental rate then being offered by Landlord for similar space in the Building. Any attempted assignment or sublease, or (b) refuse such consent. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance by Tenant in violation of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions covenants of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent Article 17 shall be void. The consent by If Landlord to any assignment or subletting shall does not constitute a waiver notify Tenant of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to specific grounds upon which Landlord is withholding consent to a proposed assignee assignment or sublessee subletting within 10 business days after Landlord receives Tenant's request for consent to an assignment or subletting, Landlord shall be deemed to have approved such assignment. Notwithstanding anything in this Lease to the contrary, Tenant shall have the right to assign its interest in this Lease or to sublet all or a part of the Premises without Landlord's prior consent to a Permitted Transferee, as hereinafter defined, provided (1) the Permitted Transferee is engaged in a business (and the portion of the Premises will be used for) the use permitted hereunder; and (2) Tenant is not in default at the time it makes any such sublease. In the event of an assignment or sublet to a Permitted Transferee, Tenant shall remain liable for all of its obligations hereunder. For purposes of this Lease, a "Permitted Transferee" means, any person or entity which directly or indirectly controls, is controlled by or is under common control with Tenant, or to any entity resulting from a merger or consolidation with Tenant or to any person or entity which acquires all of the assets of Tenant will as a going concern of the business that is being conducted on the Premises. In order for any transfer to a Permitted Transferee to be an action or proceeding for specific performanceeffective, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneysprovide written notice to Landlord within ten (10) days' fees incurred in reviewing any after such transfer setting forth the facts supporting designation of the proposed assignment or subleaseassignee as a Permitted Transferee.
Appears in 1 contract
Samples: Lease Agreement (Wells Real Estate Investment Trust Inc)
Prohibition. Tenant shall not, directly or indirectly, without the prior written consent of Landlord (which consent shall not assignbe unreasonably withheld or delayed), mortgageassign this Lease or any interest herein, pledge or otherwise transfer sublease the Premises or encumber this Lease, in whole or in part, nor sublet, assignany part thereof, or permit the use or occupancy of the Premises by any party person or entity other than Tenant. Tenant of all shall not, directly or any part of the Premisesindirectly, without the prior written consent of Landlord, which may shall not be unreasonably withheldwithheld or delayed, pledge, mortgage or hypothecate this Lease or any interest herein. Notwithstanding the foregoing grammatical sentence, Landlord hereby consents to the sublease from time to time of all or any portion of the Premises to Build-A-Bear Workshop, L.L.C., a Missouri limited liability company ("Build-A-Bear"). This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord. For purposes of this Lease, any of the following transfers on a cumulative basis shall at constitute an assignment of this Lease that requires the time prior written consent of Landlord: if Tenant is a corporation, the transfer of more than forty-nine percent (49%) of the stock of the corporation if Tenant requests is a partnership, the transfer of more than forty-nine percent (49%) of the capital or profits interest in the partnership; and if Tenant is a trust, the transfer of more than forty-nine (49%) of the beneficial interest under the trust. Any of the foregoing acts, without such prior written consent of Landlord, deliver shall be void and shall, at the option of Landlord, constitute a default that entitles Landlord to terminate this Lease. Tenant agrees that the instrument by which any assignment or sublease to which Landlord such information in writing as Landlord may reasonably require respecting consents is accomplished shall expressly provide that the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of will perform all required information to elect one of the following: covenants to be performed by Tenant under this Lease (a) consent to such proposed assignment, encumbrance or in the case of a sublease, or (b) refuse only insofar as such consent. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect covenants relate to the assigned or subleased portion of the Premises. No Premises subject to such sublease and provided further, that only in the event of a sublease of all or a portion of the Premises to Build-A-Bear, Build-A-Bear shall not be required to carry business income and extra expense insurance) as and when performance is due after the effective date of the assignment or subletting by Tenant shall relieve Tenant sublease and that Landlord will have the right to enforce such covenants directly against such assignee or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereundersubtenant. Any purported assignment or subletting contrary to sublease without an instrument containing the foregoing provisions hereof without consent shall be void. The consent Tenant shall in all cases remain liable for the performance by Landlord any assignee or subtenant of all such covenants. Without first obtaining Landlord's written consent, the Tenant named herein may, at any time and from time to time, assign its interest under this Lease or sublet all or any part of the Premises to a Related Corporation (as hereinafter defined) to the Tenant named herein or a Successor Corporation (as hereinafter defined) to the Tenant named herein (provided said Related Corporation or Successor Corporation, as the case may be, has a net worth as of the date of said assignment or subletting shall not constitute a waiver transfer equal to or greater than that of Tenant, expressly assumes this Lease and Tenant's obligations hereunder, without release of the necessity for such consent Tenant named herein, and delivers to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or sublease.
Appears in 1 contract
Samples: Sublease (Build a Bear Workshop Inc)
Prohibition. Tenant shall not have the right to assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor or sublet, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without subject to the prior written consent of Landlord, which may consent shall not be unreasonably withheld. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility condition and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent, or (c) elect to terminate the Lease, in the case of a proposed assignment, or elect to terminate the Lease with respect to the portion of the Premises proposed to be subleased, as applicable. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s 's obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or sublease.
Appears in 1 contract
Samples: Lease Agreement (Data Critical Corp)
Prohibition. Tenant shall not assign, mortgage, pledge assign this Lease or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by sublet any party other than Tenant of all or any part portion of the Premises, Premises without the prior written consent of the Landlord, which may consent shall not be unreasonably withheld. withheld or delayed, provided Tenant shall is not in default beyond any applicable grace period under the Lease at the time of such request. The parties agree that it shall be reasonable for Landlord to withhold consent if (i) Landlord is not reasonably satisfied with the Tenant requests the consent identity, reputation or business character of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant includingsublessee, without limitation(ii) the proposed assignee or sublessee is an existing tenant of the Project, (iii) the nameidentity of or the use contemplated by the proposed assignee or sublessee would violate an exclusive given by Landlord to another tenant, address(iv) the proposed assignee or sublessee is a governmental subdivision or agency or any person or entity who enjoys diplomatic or sovereign immunity, nature of business, ownership, financial responsibility and standing of or (v) if Landlord or its agents have delivered a term sheet to such proposed assignee or subtenant and Landlord shall have not less than twenty sublessee regarding other available space in the Project within the preceding six (206) business days after receipt of all required information to elect one months of the following: (a) consent to such proposed assignment, encumbrance assignment or sublease. Any change in the majority ownership, interest or (b) refuse such consent. In additioncontrol of Tenant, as if Tenant is a condition to Landlord's consent to any assignmentcorporation, sublease partnership, limited liability company or encumbrance other similar type entity, shall constitute an assignment for purposes of this Lease shall be Paragraph to the delivery to Landlord of extent that Tenant is not a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable publicly traded company. Notwithstanding any consent by Landlord, whereby the Tenant shall remain jointly and severally liable (along with each approved assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform sublessee, which shall automatically become liable for all the obligations of Tenant hereunder with respect to the assigned or subleased that portion of the PremisesPremises so transferred), and Landlord shall be permitted to enforce the provisions of this Lease directly against Tenant or any assignee or sublessee without proceeding in any way against any other party. In the event of an assignment, contemporaneously with the granting of Landlord's consent, Tenant shall cause the assignee to expressly assume in writing and agree to perform all of the covenants, duties and obligations of Tenant hereunder and such assignee shall be jointly and severally liable therefore along with Tenant. No usage of the Premises different from the usage provided for in Paragraph 1 above shall be permitted, and all other terms and provisions of the Lease shall continue to apply after such assignment or subletting sublease. Notwithstanding any provision in the Lease to the contrary, Tenant may assign this Lease or sublease part or all of the Premises without Landlord's consent to: (i) any corporation, limited liability company, or partnership that controls, is controlled by, or is under common control with, Tenant, or (ii) any corporation or limited liability company resulting from the merger or consolidation with Tenant or to any entity that acquires all of Tenant's assets as a going concern of the business that is being conducted on the Premises (collectively, an “Affiliate”); provided that (a) Tenant remains liable under the Lease, (b) Tenant provides Landlord notice of the assignment and/or sublease at least fifteen (15) days prior to the effective date, to the extent Tenant is permitted to do so under applicable law, together with current financial statements of the Affiliate certified by an executive officer of the Affiliate, and (c) Tenant delivers to Landlord an assumption agreement reasonably acceptable to Landlord executed by Tenant shall relieve and the Affiliate, except in the event of a merger by operation of law, together with a certificate of insurance evidencing the Affiliate’s compliance with the insurance requirements of Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or sublease.
Appears in 1 contract
Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, which may not be unreasonably withheldwithheld or conditioned by Landlord in its sole discretion. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: ; (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent, or (c) elect to terminate this Lease, in the case of a proposed assignment, or elect to terminate the Lease with respect to the portion of the Premises proposed to be subleased, as applicable. In addition, as a condition to Landlord's ’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's ’s reasonable processing costs and attorneys' ’ fees incurred in reviewing any proposed assignment Assignment or sublease, not to exceed $1500 per request.
Appears in 1 contract
Samples: Lease Agreement (Avi Biopharma Inc)
Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, which consent may not be unreasonably withheldwithheld or conditioned by Landlord in its commercially reasonable discretion. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent, or (c) elect to terminate this Lease, in the case of a proposed assignment, or elect to terminate the Lease with respect to the portion of the Premises proposed to be subleased, as applicable. Notwithstanding the above, in the event Landlord elects to terminate or recapture the space pursuant to (c) above, Tenant may, if it so elects, by written notice to Landlord within ten (10) days after receipt of Landlord’s notice of its intent to so capture or terminate, to revoke its request for Landlord’s consent, in which event this Lease shall continue as if Tenant had not requested Landlord’s consent. In addition, as a condition to Landlord's ’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's ’s sole remedy for Landlord's ’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's ’s reasonable processing costs and attorneys' ’ fees incurred in reviewing any proposed assignment Assignment or sublease.
Appears in 1 contract
Samples: Lease Agreement (Solta Medical Inc)
Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, assign or permit occupancy by any party other than Tenant of all or any part of the PremisesPremises by any party other than Tenant, without the prior written consent of Landlord, which may not be unreasonably withheldLandlord in each instance. Tenant shall shall, at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant subtenant; and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or ; (b) refuse such consent, which refusal shall be in Landlord's sole discretion; or (c) elect to terminate this Lease or, in the case of a partial sublease, terminate this Lease as to the portion of the Premises proposed to be sublet. As a condition for Landlord's consent to any assignment, encumbrance or release, Landlord may require that the assignee or subtenant remit directly to Landlord on a monthly basis all monies due to Tenant by said assignee or subtenant. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee subtenant or other transferee transferee, in form and substance reasonable satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assignee, subtenant or transferee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder hereunder, including, without limitation, the environmental warranties and covenants set forth in Article XI. In the event that Landlord shall elect to exercise its right to terminate this Lease upon a proposed assignment, subletting or other encumbrance of this Lease by Tenant, Tenant shall have the right, within ten (10) days following receipt-of written notice of Landlord's election to terminate, to elect to withdraw its request for Landlord's consent to such proposed assignment, subletting or other encumbrance, in which event Landlord's termination notice shall be null and void and this Lease shall remain in full force and effect. If Landlord does not elect to so terminate this Lease with respect to a proposed assignment or subletting, then Landlord shall not unreasonably withhold its consent to a proposed assignment or subletting provided that, in addition to all other requirements of this Article XV being satisfied:
(i) The proposed subtenant or assignee is not already a tenant in the assigned Building;
(ii) The stated or subleased portion advertised rent that Tenant proposes to charge the proposed subtenant or assignee is not less than Tenant's Base Rent;
(iii) The subtenant or assignee is not a party with whom Landlord has had discussions within nine (9) months prior to the date of the Premisesproposed sublease or assignment concerning the possibility of such party leasing space in the Building;
(iv) The proposed subtenant or assignee is a reputable party whose financial net worth, credit and financial responsibility is, considering the responsibilities involved, reasonably satisfactory to Landlord;
(v) The nature and character of the proposed subtenant or assignee, its business or activities and intended use of the Premises is, in Landlord's reasonable judgment, in keeping with the standards of the Building; and
(vi) All costs incurred with respect to providing reasonably appropriate means of ingress and egress from the sublet space or to separate the sublet space from the remainder of the Premises shall be borne by Tenant. No assignment or subletting by Tenant (even if such assignment or subletting is consented to by Landlord) shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without Landlord's consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of or subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reimburse Landlord for reasonable processing legal and other expenses and administrative costs and attorneys' fees incurred by Landlord in reviewing connection with any proposed request by Tenant for consent to assignment or subleasesubletting upon demand with interest thereon at the Interest Rate from the date of demand until paid in full.
Appears in 1 contract
Prohibition. Tenant shall not assign, convey, mortgage, pledge pledge, encumber or otherwise transfer this Lease or encumber this Leaseany interest therein, in whole sublet the Premises or in part, nor sublet, assignany part thereof, or permit the use or occupancy by any party other than Tenant of all the Premises or any part of the Premisesthereof by anyone other than Tenant, without the receiving Landlord's prior written consent of Landlordconsent, which may consent shall not be unreasonably withheldwithheld or delayed. A transfer by operation of law, merger or consolidation, or a change of any partnership interest in Tenant or in the ownership of the voting stock of Tenant or any direct or indirect parent of Tenant shall at be deemed an assignment for purposes of this Paragraph 16. Notwithstanding the time foregoing, this Lease may be assumed by any bank or savings and loan institution or holding company thereof which acquires Tenant or is the surviving entity after a merger or consolidation involving Tenant, provided that the acquiring entity or the entity with which Tenant requests is merged or consolidated must have an asset size which is the consent same as or larger than Tenant's asset size on the date of the acquisition, merger or consolidation. Any purported transfer, encumbrance, pledge, mortgage, assignment or subletting not in compliance herewith shall be void and of no force or effect. In the event of any assignment, subletting, transfer or occupancy by someone other than Tenant, whether or not expressly or impliedly approved by Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting Tenant shall, nevertheless, at all times, remain fully responsible and jointly and severally liable for the proposed payment of the rent and for compliance with all other obligations imposed upon Tenant under the terms, provisions and covenants of this Lease. Any assignment or sublease shall contain a provision whereby the assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility agrees to comply with and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of be bound by all required information to elect one of the following: (a) consent to such proposed assignmentterms, encumbrance or subleasecovenants, or (b) refuse such consent. In additionconditions, as a condition to Landlord's consent to any assignment, sublease or encumbrance provisions and agreements of this Lease to the extent applicable, and Tenant shall be the delivery deliver to Landlord of a true Landlord, promptly after execution, an executed copy of the fully executed instrument of assignment, transfer each assignment or encumbrance sublease and an agreement executed of compliance by each assignee or subtenant. Any sublease shall also contain a provision that in the assignee, sublessee or other transferee in form event of default by Tenant hereunder and substance satisfactory to Landlord and expressly enforceable a termination of this Lease by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Leasesuch subtenant shall, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for at Landlord's refusal option, attorn to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or Landlord as if Landlord were the lessor under the sublease.
Appears in 1 contract
Prohibition. Tenant shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer or encumber this LeaseLease (collectively, “assignment”), in whole or in part, whether voluntarily or involuntarily or by operation of law, nor sublet, assign, sublet or permit occupancy by any party person other than Tenant of all or any part portion of the Premises, Premises without first obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheld. Tenant hereby agrees that Landlord may withhold its consent to any proposed sublease or assignment if the proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) and/or Environmental Laws (defined below) beyond those requirements which are applicable to Tenant or to tenants generally of such types of buildings, unless the proposed sublessee or assignee shall at (a) first deliver plans and specifications for complying with such additional requirements and obtain Landlord’s written consent thereto, and (b) comply with all Landlord’s conditions for or contained in such consent, including without limitation, requirements for security to assure the time lien-free completion of such improvements. If Tenant seeks to sublet or assign all or any portion of the Premises, Tenant requests the consent of Landlord, shall deliver to Landlord at least ten (10) business days prior to the proposed commencement of the sublease or assignment (the “Proposed Effective Date”) the following: (i) the name of the proposed assignee or sublessee; (ii) such information in writing as to such assignee’s or sublessee’s financial responsibility and standing as Landlord may reasonably require respecting require; and (iii) the proposed assignee aforementioned plans and specifications, if any. Within ten (10) days after Landlord’s receipt of a written request from Tenant that Tenant seeks to sublet or subtenant includingassign all or any portion of the Premises, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty deliver to Tenant a copy of Landlord’s standard form of Consent by Landlord to an assignment or sublease (20) business days after receipt of all required information to elect one of the following: (a) as applicable), which instrument shall be utilized for Landlord’s consent to such each proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance of this Lease assignment (as applicable). Any proposed assignment or sublease shall be the delivery to Landlord of include a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, provision whereby the assignee or sublessee assumes all of Tenant’s obligations hereunder and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant shall pay to Landlord a fee in the amount of five hundred dollars ($500) plus Tenant shall reimburse Landlord for Landlord’s actual and provisions reasonable legal and other out-of-pocket expenses incurred by Landlord in connection with any actual or proposed assignment or subletting. In the event the sublease or assignment (1) by itself or taken together with prior sublease(s) or partial assignment(s) covers or totals, as the case may be, more than fifty percent (50%) of the rentable square feet of the Premises and (2) is for the entire period remaining in the Term of this Lease, then Landlord shall have the right, to be exercised by giving written notice to Tenant, to recapture the space described in the sublease or assignment. If such recapture notice is given, it shall serve to terminate this Lease and perform all the obligations of Tenant hereunder with respect to the assigned proposed sublease or subleased portion assignment space, or, if the proposed sublease or assignment space covers all the Premises, it shall serve to terminate the entire term of this Lease in either case, as of the Proposed Effective Date. However, not termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where necessary, of the holder of each deed of trust encumbering the Premises or any part thereof. If this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the proportion of square feet retained by Tenant to the square feet originally demised and this Lease as so amended shall continue thereafter in full force and effect. Each permitted assignee or sublessee shall assume and be deemed to assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant’s part to be performed or complied with, for the term of this Lease. No assignment or subletting by shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall relieve not be released from performing any of the terms, covenants and conditions of this Lease. Tenant hereby acknowledges and agrees that it understands that Landlord’s accounting department may process and accept Rent payments without verifying that such payments are being made by Tenant, a permitted sublessee or Guarantor a permitted assignee in accordance with the provisions of this Lease. Although such payments may be processed and accepted by such accounting department personnel, any and all actions or omissions by the personnel of Landlord’s accounting department shall not be considered as acceptance by Landlord of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee nor shall such actions or omissions be deemed to be a substitute for the requirement that Tenant obtain Landlord’s prior written consent to any such subletting or assignment, and any such actions or omissions by the personnel of Landlord’s accounting department shall not be considered as a voluntary relinquishment by Landlord of any of its rights hereunder nor shall any voluntary relinquishment of such rights be inferred therefrom. Any and all options, rights of first refusal, rights of first offer, tenant improvement allowances and other similar rights granted to Tenant will in this Lease, if any, shall not be an action or proceeding for specific performanceassignable by Tenant (except as part of a Permitted Transfer, injunction or declaratory relief. Tenant shall pay as defined below) unless expressly authorized in writing by Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or sublease.
Appears in 1 contract
Samples: Lease Agreement (Synplicity Inc)
Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor subletwith the exception of an assignment or transfer to Tenant’s affiliates or subsidiaries, assign(collectively, or permit occupancy by any party other than Tenant of all or any part of the Premisesa “Transfer”), without the prior written consent of Landlord, which may not be unreasonably withheld. Tenant shall shall, at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or subleaseTransfer, or (b) refuse such consent. If Landlord fails to respond to a request for consent within this time frame, Xxxxxxxx’s consent will be deemed given. In addition, as a condition to Landlord's Xxxxxxxx’s consent to any assignment, sublease or encumbrance Transfer of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including TenantXxxxxx’s obligation to pay Base Rent and Additional Rent hereunder, unless otherwise agreed by the Parties in writing. Any purported assignment or subletting Transfer contrary to the provisions hereof without consent shall be voidvoid and an Event of Default by Tenant. The consent by Landlord to any assignment or subletting Transfer shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory reliefTransfer. Tenant shall pay Landlord's ’s reasonable processing costs and attorneys' ’ fees incurred in reviewing any proposed Transfer. In the event Tenant will be assigning or transferring any part of this Lease to an affiliate or subsidiary of Tenant, Tenant shall provide notice of said assignment or subleasetransfer to the Landlord at least twenty (20) business days prior to the effective date of the transfer or assignment.
Appears in 1 contract
Samples: Absolute Net Ground Lease Agreement (Zoned Properties, Inc.)
Prohibition. Tenant shall not assignnot, mortgage, pledge directly or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, assign, or permit occupancy by any party other than Tenant of all or any part of the Premisesindirectly, without the prior written consent of Landlord, which may not be unreasonably withheldassign this Lease or any interest herein or sublease the Premises or any part thereof, or permit the use or occupancy of the Premises by any person or entity other than Tenant. Tenant shall at not, directly or indirectly, without the time the Tenant requests the prior written consent of Landlord, deliver pledge, mortgage or hypothecate this Lease or any interest herein. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord. For purposes of this Lease, any of the following transfers on a cumulative basis shall constitute an assignment of this Lease that requires the prior written consent of Landlord: if Tenant is a corporation, the transfer of more than forty-nine percent (49%) of the stock of the corporation; if Tenant is a partnership, the transfer of more than forty-nine percent (49%) of the capital or profits interest in the partnership; if Tenant is a limited liability company, the transfer of more than forty-nine percent (49%) of the membership interests in the limited liability company or a change in the manager of the limited liability company, if any; and if Tenant is a trust, the transfer of more than forty-nine percent (49%) of the beneficial interest under the trust. Any of the foregoing acts without such prior written consent of Landlord such information shall be void and shall, at the option of Landlord, constitute a default that entitles Landlord to terminate this Lease. Notwithstanding anything herein to the contrary contained in writing this Lease, the transfer of shares of Tenant (if Tenant is a corporation) for purposes of this section 9.1 shall not include that sale of shares by persons other than those deemed "insiders" within the meaning of the Securities Exchange Act of 1934, as amended, which sale is effected through the "over-the counter- market" or through any recognized stock exchange. Tenant agrees that the instrument by which any assignment or sublease to which Landlord may reasonably require respecting consents is accomplished shall expressly provide that the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of will perform all required information to elect one of the following: covenants to be performed by Tenant under this Lease (a) consent to such proposed assignment, encumbrance or in the case of a sublease, or (b) refuse only insofar as such consent. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect covenants relate to the assigned or subleased portion of the Premises. No Premises subject to such sublease) as and when performance is due after the effective date of the assignment or subletting by Tenant shall relieve Tenant sublease and that Landlord will have the right to enforce such covenants directly against such assignee or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereundersubtenant. Any purported assignment or subletting contrary to sublease without an instrument containing the foregoing provisions hereof without consent shall be void. The consent Tenant shall in all cases remain liable for the performance by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee subtenant of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleaseall such covenants.
Appears in 1 contract
Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole assign or in partany manner transfer this Lease or any interest therein, nor subletor sublet or license the Premises (other than the permitted encumbrance of the leasehold estate as referenced in Exhibit "J" attached hereto, assignwhich encumbrance is approved by Landlord) or any part or parts thereof, or permit occupancy by any party other than Tenant of all or any part of the Premisesthereof by anyone with, through or under it, without the prior written consent of Landlord, which may consent shall not be unreasonably withheldwithheld or delayed. Tenant In the event that Landlord fails to approve the proposed assignment, subletting or licensing of the Premises (in whole or in part) within twenty (20) days from and after the date that Landlord receives Tenant's request to assign, sublet or license the Premises, and provided the request for approval is given in compliance with the notice provisions of this Lease, then such assignment, subletting or licensing of the Demised Premises shall at the time the be deemed to have not been approved by Landlord. If Tenant requests Landlord's consent to a specific assignment or sublease, Tenant will give Landlord (i) the name and address of the proposed assignee or subtenant, (ii) the basic terms of the proposed assignment or sublease, and (iii) reasonably satisfactory information about the nature, financial condition, business and business history of the proposed assignee or subtenant, and its proposed initial use of the Premises. Consent by Landlord to one or more assignments or subletting shall not operate as a waiver of Landlord's rights as to any proposed subsequent assignments or sublettings. Should the Demised Premises be occupied in whole or in part by anyone other than Tenant without the express prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting nevertheless collect rent from the proposed assignee assignee, sublessee, mortgagee or subtenant includingother party to whom the leasehold interest was transferred and apply the net amount collected to the Rent payable hereunder, without limitation, the name, address, nature but no such transaction or collection of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Rent through application thereof by Landlord shall have not less than twenty (20) business days after receipt be deemed to waive the provisions hereof or release Tenant from the further performance by Tenant of all required information to elect one of the following: (a) consent to such proposed assignmentits covenants, encumbrance duties and obligations hereunder. Any request for an assignment or sublease, or (b) refuse such consentsubletting consideration must be accompanied with a $500.00 non-refundable processing fee. In addition, as a condition to Landlord's consent to any assignment, sublease or encumbrance of this Lease Tenant shall be the delivery responsible to reimburse Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance for all costs and an agreement executed expenses incurred by the assignee, sublessee or other transferee Landlord in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder connection with respect to the assigned or subleased portion of the Premises. No such assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Leaserequest, including Tenant’s obligation to pay Base Rent without limitation, reasonable attorney's fees, which sum will be due and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity payable within thirty (30) days after Tenant receives an invoice for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or subleaseexpenses.
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Prohibition. Tenant acknowledges that the economic concessions and rental rates set forth in this Lease were negotiated by Landlord and Tenant in consideration of, and would not have been granted by Landlord but for, the specific nature of the leasehold interest granted to Tenant hereunder, as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, the provisions of this Article 12 which define and limit the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property, and Landlord hereby reserves the right to receive any increased rental value of the Premises during the Lease Term as the same may be realized by any transfer of said estate. Tenant shall not directly or indirectly, voluntarily or involuntarily assign, mortgage, pledge mortgage or otherwise transfer encumber all or encumber any portion of its interest in this Lease, in whole Lease or in partthe Premises (collectively, nor sublet, assign, "ASSIGNMENT") or permit occupancy the Premises to be occupied by any party anyone other than Tenant of all or Tenant's employees or sublet the Premises (collectively, "SUBLEASE") or any part of the Premises, portion thereof without obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheld. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord and any such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed attempted assignment, subletting, mortgage or other encumbrance without such consent shall be null and void and of no effect. The acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or sublease, or (b) refuse such consent. In addition, as to be a condition to Landlord's consent to any assignmentAssignment or Sublease. If Tenant is a corporation, sublease an unincorporated association, a limited liability company or encumbrance a partnership, any transfer, assignment or hypothecation or any stock or interest in such corporation, association, limited liability company or partnership in the aggregate in excess of forty percent (40%), or any other transfer which results in a change in the effective control of such entity (such as a change of the general partner or a change in the ownership of the general partner of a limited partnership), shall be deemed an Assignment of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed assignment or sublease.
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Samples: Lease Agreement (Cross Continent Auto Retailers Inc M&l)
