Special Conditions for Transfers to Affiliates of Tenant. Notwithstanding anything to the contrary set forth above, Tenant shall be permitted without Landlord's prior written consent, and subject to the terms of this subparagraph 7.6, to Transfer all or a portion of the Demised Premises to an "Affiliate" of Tenant. For purposes of this subparagraph, Affiliate shall mean; (i) a corporation which owns fifty percent (50%) of the outstanding common stock of Tenant, or (ii) a corporation which has fifty percent (50%) of its common stock owned by Tenant, or (iii) a partnership which owns fifty percent (50%) of the common stock of Tenant, or (iv) a partnership which has fifty percent (50%) or more of its interest in partnership profits owned by Tenant, or (v) an entity which is the surviving entity in a merger pursuant to state corporation or partnership law with the Tenant. The effectiveness of such Transfer to an Affiliate of Tenant shall nevertheless be conditioned on the following: (a) Landlord receiving a fully executed copy of the full documentation governing the Transfer, in the form and substance approved by Landlord, and (b) such sublessee shall acknowledge that its rights arise through and are limited by the Lease, and shall agree to comply with the Lease (with such exceptions as may be consented to by Landlord), and (c) a written acknowledgment by Tenant evidencing that Tenant is not released from its obligations under this Lease.
Appears in 1 contract
Samples: Office Lease (I Trax Com Inc)
Special Conditions for Transfers to Affiliates of Tenant. Notwithstanding anything to the contrary set forth above, Tenant shall be permitted without Landlord's ’s prior written consent, and but subject to the terms of this subparagraph 7.6, to Transfer all or a portion of the Demised Premises to an "“Affiliate" ” of TenantTenant or a Qualified Purchaser (so long as such Qualified Purchaser shall demonstrate in writing to Landlord on or before the effective date of such Transfer that as of the effective date of such Transfer the Tangible Net Worth of such Qualified Purchaser (as set forth on financial statements delivered to Landlord by such Qualified Purchaser) shall be equal to or greater than the Tangible Net Worth of Tenant immediately prior to such Transfer. For purposes of this subparagraph, Affiliate shall mean; : (i) a corporation the entity which owns fifty percent (50%) or more of the Tenant’s outstanding common stock stock, general or limited partnership interest, or other legal or beneficial ownership interest of TenantTenant (the “Parent Company”), or (ii) a corporation which has fifty percent (50%) of its common stock owned by Tenant, or (iii) a partnership which owns fifty percent (50%) of the common stock of Tenant, or (iv) a partnership an entity which has fifty percent (50%) or more of its outstanding common stock, general or limited partnership interest, or other legal or beneficial ownership interest in partnership profits owned by TenantTenant or the Parent Company, or (viii) an entity which which, pursuant to applicable state law, is the surviving entity in a merger pursuant to state corporation merger, consolidation or partnership law with the reorganization involving Tenant. The effectiveness of such Transfer to an Affiliate of Tenant shall nevertheless be conditioned on the following: (a) Landlord receiving a fully executed copy of the full documentation governing the Transfer, in the form and substance approved by Landlord, and (b) such sublessee shall acknowledge that its rights arise through and are limited by the Lease, and shall agree to comply with the Lease (with such exceptions as may be consented to by Landlord), and (c) a written acknowledgment by Tenant evidencing that Tenant is not released from its obligations under this Lease.the
Appears in 1 contract
Samples: Princeton South Corporate Center Office Lease (Celator Pharmaceuticals Inc)
Special Conditions for Transfers to Affiliates of Tenant. Notwithstanding anything to the contrary set forth above, Tenant shall be permitted without Landlord's ’s prior written consent, and but subject to the terms of this subparagraph 7.6, to Transfer all or a portion of the Demised Premises to an "“Affiliate" ” of TenantTenant or a Qualified Purchaser (so long as such Qualified Purchaser shall demonstrate in writing to Landlord on or before the effective date of such Transfer that as of the effective date of such Transfer the Tangible Net Worth of such Qualified Purchaser (as set forth on financial statements delivered to Landlord by such Qualified Purchaser) shall be equal to or greater than the Tangible Net Worth of Tenant immediately prior to such Transfer. For purposes of this subparagraph, Affiliate shall mean; : (i) a corporation the entity which owns fifty percent (50%) or more of the Tenant’s outstanding common stock stock, general or limited partnership interest, or other legal or beneficial ownership interest of TenantTenant (the “Parent Company” ), or (ii) a corporation which has fifty percent (50%) of its common stock owned by Tenant, or (iii) a partnership which owns fifty percent (50%) of the common stock of Tenant, or (iv) a partnership an entity which has fifty percent (50%) or more of its outstanding common stock, general or limited partnership interest, or other legal or beneficial ownership interest in partnership profits owned by TenantTenant or the Parent Company, or (viii) an entity which which, pursuant to applicable state law, is the surviving entity in a merger pursuant to state corporation merger, consolidation or partnership law with the reorganization involving Tenant. The effectiveness of such Transfer to an Affiliate of Tenant shall nevertheless be conditioned on the following: (a) Landlord receiving a fully executed copy of the full documentation governing the Transfer, in the form and substance approved by Landlord, and (b) such sublessee shall acknowledge that its rights arise through and are limited by the Lease, and shall agree to comply with the Lease (with such exceptions as may be consented to by Landlord), and (c) a written acknowledgment by Tenant evidencing that Tenant is not released from its obligations under this Lease.the
Appears in 1 contract
Samples: Princeton South Corporate Center Office Lease (Celator Pharmaceuticals Inc)
Special Conditions for Transfers to Affiliates of Tenant. Notwithstanding anything to the contrary set forth above, Tenant shall be permitted without Landlord's prior written consent, and subject to the terms of this subparagraph 7.6, to Transfer all or a portion of the Demised Premises to an "Affiliate" of Tenant. For purposes of this subparagraph, Affiliate shall mean; (i) a corporation which owns greater than fifty percent (50%) of the outstanding common stock of Tenant, or (ii) a corporation which has greater than fifty percent (50%) of its common stock owned by Tenant, or (iii) a partnership which owns greater than fifty percent (50%) of the common stock of Tenant, or (iv) a partnership which has greater than fifty percent (50%) or more of its interest in partnership profits owned by Tenant, or (v) an entity which is the surviving entity in a merger with Tenant pursuant to state corporation or partnership law with the Tenantlaw. The effectiveness of such Transfer to an Affiliate of Tenant shall nevertheless be conditioned on the following: (a) Landlord receiving a fully executed copy of the full documentation governing the Transfer, in the form and substance approved by Landlord, and (b) such sublessee shall acknowledge that its rights arise through and are limited by the Lease, and shall agree to comply with the Lease (with such exceptions as may be consented to by Landlord), and (c) a written acknowledgment by Tenant evidencing that Tenant is not released from its obligations under this Lease.
Appears in 1 contract
Samples: CTN Media Group Inc