Restriction on Assignment and Subletting. Lessee shall not directly or indirectly (including, without limitation, by merger, acquisition, sale or other transfer of any controlling interest in Lessee), voluntarily or by operation of Law, sell, assign, encumber, pledge or otherwise transfer any part of its interest in or rights with respect to the Premises, any Improvements or its leasehold estate hereunder (collectively, "Assignment"), or permit any portion of the Premises or any Improvements to be occupied by anyone other than itself, or sublet any portion of the Premises or any permitted Improvements thereon. (collectively, "Sublease"). Any Assignment or Sublease shall be voidable at the option of the City in its sole and absolute discretion; and the City shall have the right to terminate immediately this Lease by sending written notice to Lessee.
Restriction on Assignment and Subletting. Tenant acknowledges that Landlord has entered into this Lease because of Tenant's financial strength, goodwill, ability and expertise and that, accordingly, this Lease is personal to Tenant. Tenant agrees for itself and for its successors and assigns in interest hereunder that it shall not assign, transfer, mortgage, or otherwise encumber all or any part of this Lease, or sublet, rent, or permit occupancy or use of all or any part of the Premises (each of which is referred to for purposes of this Section as a "Transfer"), without obtaining Landlord's prior written consent, which consent shall not be unreasonably withheld. In addition, no Transfer of this Lease or the right of occupancy hereunder may be affected by operation of Law, including, but not limited to, sale of a majority of outstanding stock in Tenant or a majority' partnership interest in Tenant, as the case may be, or in any manner other than with Landlord's prior written consent, which consent shall not be unreasonably withheld. No Transfer, regardless of Neither Landlord's consent has been granted or withheld, shall be desired to release Tenant from any of its obligations hereunder. If any Transfer occurs, Tenant shall remain fully and primarily liable to perform all the terms, covenants and conditions of this Lease, including, without limitation, the covenant of Tenant to pay Base Rent and Additional Rent to Landlord. Before the commencement date of the sublease or assignment following any Transfer, Tenant shall provide Landlord with a duplicate original sublease, duly executed by Tenant and the Subtenant, or instrument of assignment duly executed by Tenant and the assignee in which such assignee shall agree to assume, observe, perform, and to be personally bound by, all of Tenant's obligations under this Lease and Tenant shall agree therein to remain primarily and fully liable for such obligations. Any consent granted shall not be construed to relieve Tenant from the obligation to obtain Landlord's written consent to any further Transfer. If Landlord consents to a Transfer and accepts the payment of rent or the performance and observance of any of the terms and conditions of this Lease from any Transferee such acceptance shall not be construed as waiving or releasing Tenant from liability hereunder to pay rent or to perform and observe any of the terms and conditions of this Lease. Any person to whom any Transfer is attempted without Landlord's prior written consent shall have no claim, rig...
Restriction on Assignment and Subletting. Tenant may not directly or indirectly (including by merger, acquisition, or other transfer of any controlling interest in Tenant), voluntarily or by operation of law, sell, assign, encumber, pledge, or otherwise transfer any part of its interest in or rights with respect to the Premises or its leasehold estate under this Lease (collectively “Assign”, and each an “Assignment”), or permit or license any portion of the Premises to be used or occupied by anyone other than itself, or sublet any portion of the Premises (collectively, “Sublease”), without City’s prior written consent in each instance, which City may withhold in its sole and absolute discretion.
Restriction on Assignment and Subletting. Licensee shall not directly or indirectly (including, without limitation, by merger, acquisition or other transfer of any controlling interest in Licensee), voluntarily or by operation of law, sell, assign, encumber, pledge or otherwise transfer (collectively, “Assignment”) any part of its interest in or rights with respect to the Premises, or permit any portion of the Premises to be occupied by anyone other than itself, or sublet or license any portion of the Premises (collectively, “Subletting”), without County's prior written consent in each instance.
Restriction on Assignment and Subletting. Tenant shall neither voluntarily nor by operation of law assign, sell, encumber, pledge, or otherwise transfer all or any part of Tenant's leasehold estate hereunder, or permit any other person (excepting Tenant's agents and employees) to occupy the Premises or any portion thereof, without Landlord's prior written consent which consent shall not be unreasonably withheld. Any assignment or other transfer or subletting proposed by Tenant shall be subject in each instance to the recapture option of Landlord set forth in Paragraph 14.3
Restriction on Assignment and Subletting. This Lease shall not be assigned by either party without the written consent of the other party, which consent shall not be unreasonably withheld. The party requesting assignment or subletting (“Transfer”) of the Lease shall provide the other party with prior written notice of the proposed Transfer containing the items specified in Section 9.2 below. Within ten (10) business days after receipt of the Transfer notice, the other party shall notify the requesting party of its election to (a) approve the requested Transfer or (b) disapprove the requested Transfer, which disapproval shall specify the reasons for such disapproval. Notwithstanding the foregoing, an assignment or sublet of the Lease by Lessee to any agencies, departments, affiliates, or contractors of Lessee shall not constitute a Transfer and shall only require prior written notice to Lessor but not Lessor’s consent.
Restriction on Assignment and Subletting. Tenant shall not,-directly or indirectly, by operation of law or otherwise, make any Transfer without obtaining Landlord’s written approval. Tenant shall provide Landlord with prior written notice (“Transfer Notice”) of the proposed Transfer, containing the items specified in Section 7.2 below. Landlord’s written approval of a Transfer shall not be reasonably withheld (except that Landlord shall have the right to exercise its sole, arbitrary and independent discretion, and not to act unreasonably, in respect of any request for consent to a lien, mortgage, deed of trust, encumbrance or hypothecation against the Premises, the Project or this Lease or Tenant’s interests hereunder). Within thirty (30) days after receipt of Tenant’s Transfer Notice and all the items specified in Section 7.2 below, Landlord shall notify Tenant of its election to (a) approve the requested Transfer; (b) disapprove the requested Transfer, or (c) exercise its recapture rights in accordance with Section 7.8. Any such attempted Transfer without the approval of the Landlord shall be null and void and of no effect. Tenant shall, on demand of Landlord, reimburse Landlord for all Landlord’s reasonable costs, including attorney fees, incurred by Landlord in obtaining advice, reviewing documents, and preparing documentation for each requested Transfer.
Restriction on Assignment and Subletting. Except as specifically provided herein, Tenant shall not directly or indirectly (including, without limitation, by merger, acquisition, or other transfer of any controlling interest in Tenant), voluntarily or by operation of law, sell, assign, encumber, pledge or otherwise transfer any part of its interest in or rights with respect to the Premises or its leasehold estate hereunder (collectively, "Assignment"), or permit any portion of the Premises to be occupied by anyone other than itself, or sublet any portion of the Premises (collectively, "Sublease"), without Authority's prior written consent. Authority's consent shall not be unreasonably withheld in each instance, as provided herein below and subject to the exception for certain permitted transfers as provided in Section 17.6 (Permitted Assignment). Notwithstanding anything to the contrary contained in this Lease, in no event shall Tenant have the right to encumber by a mortgage, deed of trust, security agreement, or otherwise, any part of the Premises, the Building or Authority's interest therein.
Restriction on Assignment and Subletting. Tenant shall not make any Transfer without obtaining Landlord's written approval. Tenant shall provide Landlord with prior written notice ("TRANSFER NOTICE") of the proposed Transfer, containing the items specified in SECTION 7.2 below. Any such attempted Transfer without the approval of the Landlord shall be null and void and of no effect and shall constitute an incurable Default.
Restriction on Assignment and Subletting. Tenant shall not directly or indirectly (including, without limitation, by merger, acquisition or other transfer of any controlling interest in Tenant), voluntarily or by operation of law, sell, assign, encumber, pledge or otherwise transfer any part of its interest in or rights with respect to the Premises or its leasehold estate hereunder (collectively, to “Assign” or enter into an “Assignment”), or permit or license any portion of the Premises to be used or occupied by anyone other than itself, or sublet any portion of the Premises (collectively, “Sublease”), without County’s prior written consent in each instance, as provided hereinbelow. Notwithstanding the foregoing, Tenant may Assign this Lease or Sublet any or all portions of the Premises without obtaining the consent of Landlord to any of the following (collectively, “Permitted Transferees”): (a) any Permitted Mortgagee, (b) any person or entity who acquires all of Tenant’s interest in the Hotel (or any Affiliate of such acquiring entity), or (c) to any Tenant’s Affiliate (as defined below). Tenant shall give Landlord written notice of its intent to enter into an Assignment or Sublease at least fifteen (15) business days before the proposed effective date of such transfer, provided that, any Assignment or other transfer to a Permitted Transferee shall not require Landlord’s consent or create any Recapture rights in favor of Landlord under this Section 16. As used in this Section, the term “Affiliate” shall mean with respect to the applicable person or entity, any of the following: (1) any person or entity owning, directly or indirectly, fifty percent (50%) or more of the ownership interests of such entity (an “Owning Person”), (2) any entity, fifty percent (50%) or more of the ownership interests of which are owned, directly or indirectly, by any Owning Person, (3) any entity, fifty percent (50%) or more of the ownership interests of which are owned, directly or indirectly, by the applicable entity.
