Common use of Sublessor's Consent Clause in Contracts

Sublessor's Consent. Sublessee shall not, without the prior written consent of Sublessor (i) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Sublease or any interest hereunder, (ii) permit any assignment or other such foregoing transfer of this Sublease or any interest hereunder by operation of law, (iii) sublet the Subleased Premises or any part thereof, or (iv) permit the use of the Subleased Premises by any persons other than Sublessee, its employees and its invitees (each of the foregoing actions for which Sublessor’s consent is required is hereinafter sometimes referred to as a “Transfer” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Sublessee shall desire Sublessors consent to any Transfer, Sublessee shall notify Sublessor in writing, which notice shall include: (a) the proposed effective date (which shall not be less than forty-five (45) days nor more than one hundred eighty (180) days after the Sublessee’s notice), (b) all of the terms of the proposed Transfer and. the consideration therefor, the name and address of the proposed Transferee, and a copy of all documentation pertaining to the proposed Transfer, and (c) current audited financial statements of the proposed Transferee, and any other information necessary to enable Sublessor to determine the financial responsibility, character, and reputation of the proposed Transferee, and (d) such other information as Sublessor may reasonably require. Sublessor’s consent to any Transfer shall not be unreasonably withheld, but any Transfer made without Sublessor’s prior written consent shall, at Sublessor’s option, be null, void, and of no effect, and any acceptance of Rent by Sublessor from any purported Transferee shall not be deemed a consent to a Transfer or a waiver of any of Sublessors rights or remedies hereunder. If Sublessee has provided the notice required by this paragraph and if Sublessor does not provide written consent by the proposed effective date. Sublessor shall be deemed to have consented to the Transfer.

Sublessor's Consent. Sublessee shall not, without In the prior written consent of event Sublessor (i) assign, mortgage, pledge, hypothecate, encumber, or permit any lien consents to attach to, or otherwise transfer, this Sublease or any interest hereunder, (ii) permit any assignment or other sub-subletting. such foregoing transfer of this Sublease or any interest hereunder by operation of law, (iii) sublet the Subleased Premises or any part thereof, or (iv) permit the use of the Subleased Premises by any persons other than Sublessee, its employees and its invitees (each of the foregoing actions for which Sublessor’s consent is required is hereinafter sometimes referred to as a “Transfer” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Sublessee shall desire Sublessors consent to any Transfer, Sublessee shall notify Sublessor in writing, which notice shall include: (a) the proposed effective date (which shall not be less than forty-five (45) days nor more than one hundred eighty (180) days after the Sublessee’s notice), (b) all of the terms of the proposed Transfer and. the consideration therefor, the name and address of the proposed Transferee, and a copy of all documentation pertaining to the proposed Transfer, and (c) current audited financial statements of the proposed Transferee, and any other information necessary to enable Sublessor to determine the financial responsibility, character, and reputation of the proposed Transferee, and (d) such other information as Sublessor may reasonably require. Sublessor’s consent to any Transfer shall not be unreasonably withheld, but any Transfer made without Sublessor’s prior written consent shall, at Sublessor’s option, be null, void, and of no effect, and any acceptance of Rent by Sublessor from any purported Transferee shall not also be deemed a consent to a Transfer or of the Lessor and shall not constitute a waiver of any of Sublessors rights the restrictions of this Article XIV and the same shall apply to each successive assignment or remedies sub-subletting hereunder, if any. In no event shall Sublessor's consent to an assignment or sub-subletting affect the continuing primary liability of Sublessee (which, following assignment, shall be joint and several with the assignee), or relieve Sublessee of any of its obligations hereunder without an express written release being given by Sublessor. In the event that Sublessor shall consent to an assignment under this Article XIV, such assignment shall not be effective until the assignee shall assume all of the obligations of this Sublease on the part of Sublessee to be performed or observed and whereby the assignee shall agree that the provisions contained in this Sublease shall, notwithstanding such assignment, continue to be binding upon it with respect to all future assignments and any sub-subletting. In the event that Sublessor shall consent to a sub-subletting under this Article XIV, such sub-subletting shall not be effective until the sub-sublessee shall confirm in writing for the benefit of Sublessor, that its sub-sublease is subject to all of the terms and conditions of this Sublease (except with respect to the payment of Rent and any terms and conditions of this Sublease that are not applicable to the portion of the Premises being sub-subleased) and that upon the occurrence of an Event of Default and the giving of Notice to Sublessee and written notice to the sub-sublessee, the sub-sublessee shall pay rent due under the sub-sublease directly to Sublessor on account of, and to be credited against, Rent due under this Sublease, and upon the termination of this Sublease, if requested in writing to the sub-sublessee by Sublessor prior to such termination, the sub-sublease shall become a sublease directly with Sublessor, provided, however, in such event, Sublessor shall not be liable to the sub-sublessee for any obligations of Sublessee to the sub-sublessee that are not obligations of the Sublessor under this Sublease nor for any claims against, or defaults of, Sublessee under the sub-sublease that are not defaults of the Sublessor hereunder. If Sublessee has provided the notice required by this paragraph and if Sublessor does not provide written consent by the proposed effective date. Sublessor Such assignment or sub-sublease agreement shall be deemed duly executed and a fully executed copy thereof shall be delivered to have consented Sublessor, and Sublessor may collect Monthly Rent and Additional Rent due hereunder directly from the assignee or, to the Transferextent provided in the preceding sentence, any sub-sublessee. Collection of Monthly Rent and Additional Rent directly from an assignee or sub-sublessee shall not constitute a consent to such assignment or sub-subletting, nor shall such collection constitute a recognition of such assignee or sub-sublessee as the Sublessee hereunder or a release of Sublessee from the performance of all of its obligations hereunder.

Sublessor's Consent. Sublessee shall notnot transfer or assign this Sublease, or any right or interest hereunder, or sublet the Sublease Premises or any part thereof (a "Transfer"), without first obtaining the prior written consent and approval of Sublessor Sublessor, which consent shall not be unreasonably withheld or delayed so long as (i) assignsuch Transfer is permissible pursuant to the terms and conditions of the Master Lease, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Sublease or any interest hereunder, and (ii) permit as a result of such Transfer, the Sublease Premises will not be used for the conduct of any assignment business activities which would be competitive with any activity which a bank or other such foregoing transfer financial institution may lawfully engage in, including, without limitation, consumer and commercial lending and banking activities, sales of this Sublease securities or any interest hereunder by operation of law, (iii) sublet the Subleased Premises insurance products or any part thereof, or (iv) permit the use of the Subleased Premises by any persons other than Sublessee, its employees and its invitees (each of the foregoing actions for which Sublessor’s consent is required is hereinafter sometimes referred to as a “Transfer” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”)financial services. If Sublessee desires to sublease or assign all or a portion of the Sublease Premises, it shall desire Sublessors consent first provide Sublessor notice that it intends to any Transferundertake marketing efforts and identify the portion of the Sublease Premises it desires to assign or sublet. Sublessor shall have the right, to be exercised upon written notice to Sublessee within 45 days following receipt of Sublessee's notice, to terminate this Sublease as to the portion of the Sublease Premises designated in Sublessee's notice, such termination to be effective as of 60 days from the date of Sublessee's notice. If Sublessor does not exercise the right to terminate, then Sublessee may market the portion of the Sublease Premises identified in its notice. No later than 30 days prior to the date of a proposed sublet or assignment, Sublessee shall notify deliver to Sublessor in writing, which written notice shall include: (a) the proposed effective date (which shall not be less than forty-five (45) days nor more than one hundred eighty (180) days after the Sublessee’s notice), (b) all of the terms of the proposed Transfer and. the consideration thereforsublet or assignment, the name identity and address legal composition of the proposed Transfereeassignee or sublessee, and a copy of all documentation pertaining to the proposed Transfer, and (c) current audited financial statements of the proposed Transfereesublessee or assignee for the past three years, the terms (including the intended use of the Sublease Premises) of the proposed sublet or assignment and, if a sublet, the portion of the Sublease Premises involved, and any other information necessary to enable reasonably requested by Sublessor. Sublessor to determine the financial responsibility, character, and reputation shall notify Sublessee of the proposed Transferee, and (d) such other information as Sublessor may reasonably require. Sublessor’s its consent to any Transfer shall not be unreasonably withheld, but any Transfer made without Sublessor’s prior written or denial of consent shall, at Sublessor’s option, be null, void, and of no effect, and any acceptance of Rent by Sublessor from any purported Transferee shall not be deemed a consent to a Transfer or a waiver of any of Sublessors rights or remedies hereunder. If within 15 days after Sublessee has provided Sublessor the notice required by this paragraph and if Sublessor does not provide written consent by information specified in the proposed effective datepreceding sentence. Sublessor shall not unreasonably withhold its consent to the proposed sublet or assignment. If Sublessor consents to a proposed Transfer of this Sublease, Sublessee shall pay to Sublessor a transfer fee of $500.00. If Sublessor's withholding of consent is found to be deemed unreasonable by a court of competent jurisdiction, Sublessee's sole remedy shall be to have consented the proposed Transfer declared valid as if Sublessor's consent had been given, and Sublessee waives any other remedy at law or in equity. Sublessee shall deliver to Sublessor complete, fully executed documentation with regard to the Transfertransfer, assignment or sublease upon execution and delivery of the same. Sublessor and Sublessee agree that the options to extend the Term hereof are personal to Sublessee and may not be assigned by Sublessee to any other party, whether or not in conjunction with a Transfer by Sublessee of its interest in this Sublease.

Sublessor's Consent. Sublessee Whenever Sublessor's consent or approval is required under the provisions of this Sublease, Sublessor's refusal to consent or approve any matter or thing shall notbe deemed reasonable if, without inter alia, the prior written Prime Landlord or the mortgagee of the Building has refused to give such consent or approval if required under the Prime Lease. Whenever the consent of the Prime Landlord is required, Sublessor (i) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Sublease or any interest hereunder, (ii) permit any assignment or other such foregoing transfer of this Sublease or any interest hereunder by operation of law, (iii) sublet the Subleased Premises or any part thereof, or (iv) permit the use of the Subleased Premises by any persons other than shall promptly transmit Sublessee, its employees and its invitees (each of the foregoing actions 's request for which Sublessor’s consent is required is hereinafter sometimes referred to as a “Transfer” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Sublessee shall desire Sublessors consent to the Prime Landlord. Further, provided Sublessee is not in default hereunder after notice from Sublessor and beyond any Transferapplicable grace period, Sublessee shall notify the consent or approval of Sublessor in writing, which notice shall include: (a) the proposed effective date (which shall not be less than forty-five (45) days nor more than one hundred eighty (180) days after required with respect to any matter to which the Sublessee’s notice)Prime Landlord shall have consented unless the action for which such consent is sought may reasonably be expected to increase Sublessor's obligations or liabilities under the Prime Lease or this Sublease, (b) all and in such latter event, Sublessor's consent will not be withheld if Sublessee delivers to Sublessor its agreement in form and substance reasonably satisfactory to Sublessor whereby Sublessee indemnities Sublessor against the consequences of the terms of the proposed Transfer and. the consideration thereforsuch increase in Sublessor's obligations or liabilities, including, without limitation, the name and address reimbursement of the proposed Transferee, and a copy of all documentation pertaining to the proposed Transfer, and (c) current audited financial statements of the proposed Transferee, and any other information necessary to enable Sublessor to determine the financial responsibility, character, and reputation of the proposed Transferee, and (d) such other information as Sublessor may reasonably require. Sublessor’s consent to any Transfer shall not be unreasonably withheld, but any Transfer made without Sublessor’s prior written consent shall, at Sublessor’s option, be null, void, and of no effect, and any acceptance of Rent expense incurred by Sublessor from by reason of its performance of such increased obligations or any purported Transferee shall not be deemed a consent to a Transfer or a waiver loss suffered by reason of any of Sublessors rights or remedies hereunder. If Sublessee has provided the notice required by this paragraph and if Sublessor does not provide written consent by the proposed effective date. such increased liabilities, it being agreed that Sublessor shall be deemed have the right to have consented condition any such consent upon the provision of security reasonably satisfactory to the TransferSublessor.

Sublessor's Consent. Sublessee Whenever Sublessor's consent or approval is required under the provisions of this Sublease, Sublessor's refusal to consent or approve any matter or thing shall notbe deemed reasonable if, without inter alia, the prior written Prime Landlord has refused to give such consent or approval if required under the Prime Lease, Whenever the consent of the Prime Landlord is required, Sublessor (i) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Sublease or any interest hereunder, (ii) permit any assignment or other such foregoing transfer of this Sublease or any interest hereunder by operation of law, (iii) sublet the Subleased Premises or any part thereof, or (iv) permit the use of the Subleased Premises by any persons other than shall promptly transmit Sublessee, its employees and its invitees (each of the foregoing actions 's request for which Sublessor’s consent is required is hereinafter sometimes referred to as a “Transfer” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Sublessee shall desire Sublessors consent to the Prime Landlord, Further, provided Sublessee is not in default hereunder after notice from Sublessor and beyond any Transferapplicable grace period, Sublessee shall notify the consent or approval of Sublessor in writing, which notice shall include: (a) the proposed effective date (which shall not be less than forty-five (45) days nor more than one hundred eighty (180) days after required with respect to any matter to which the Sublessee’s notice)Prime Landlord shall have consented unless the action for which such consent is sought may reasonably be expected to increase Sublessor's obligations or liabilities under the Prime Lease or this Sublease, (b) all and in such latter event, Sublessor's consent will 108 not be withheld if Sublessee delivers to Sublessor its agreement in form and substance reasonably satisfactory to Sublessor whereby Sublessee indemnifies Sublessor against the consequences of the terms of the proposed Transfer and. the consideration thereforsuch increase in Sublessor's obligations or liabilities, including, without limitation, the name and address reimbursement of the proposed Transferee, and a copy of all documentation pertaining to the proposed Transfer, and (c) current audited financial statements of the proposed Transferee, and any other information necessary to enable Sublessor to determine the financial responsibility, character, and reputation of the proposed Transferee, and (d) such other information as Sublessor may reasonably require. Sublessor’s consent to any Transfer shall not be unreasonably withheld, but any Transfer made without Sublessor’s prior written consent shall, at Sublessor’s option, be null, void, and of no effect, and any acceptance of Rent expense incurred by Sublessor from by reason of its performance of such increased obligations or any purported Transferee shall not be deemed a consent to a Transfer or a waiver loss suffered by reason of any of Sublessors rights or remedies hereunder. If Sublessee has provided the notice required by this paragraph and if Sublessor does not provide written consent by the proposed effective date. such increased liabilities, it being agreed that Sublessor shall be deemed have the right to have consented condition any such consent upon the provision of security reasonably satisfactory to the TransferSublessor.

Sublessor's Consent. Sublessor hereby consents to Sublessee making and/or installing the Alterations, Utility Installations and Trade Fixtures specifically shown and identified with specificity on the plans and specifications described in Exhibit A attached hereto, which plans and specifications and Exhibit A are incorporated herein by reference, so long as prior to any construction whatsoever, Sublessee shall not, without first furnish to Sublessor a lien and completion bond satisfactory to Sublessor in an amount equal to the prior written consent estimated cost of Sublessor (isuch Alteration(s) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Sublease or any interest hereunder, (ii) permit any assignment or other such foregoing transfer of this Sublease or any interest hereunder by operation of law, (iii) sublet the Subleased Premises or any part thereof, or (iv) permit the use of the Subleased Premises by any persons other than Sublessee, its employees and its invitees (each of the foregoing actions for which Sublessor’s consent is required is hereinafter sometimes referred to as a “Transfer” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”Utility Installation(s). If Sublessee shall desire Sublessors Notwithstanding anything contained in the Sublease, Sublessor hereby affirmatively states that it does not approve of or consent to any TransferAlterations, Utility Installations or Trade Fixtures which are mentioned or described in the plans and specifications but do not include specifics as to their location, size, mechanical, architectural or electrical detail or specifications. Without limiting the foregoing or Sublessee's obligations under this Sublease, notwithstanding the January Lease Amendment, Sublessee shall notify Sublessor in writing, which notice shall include: also agrees to the following modifications to the January Lease Amendment: (a) Sublessor hereby consents to the proposed effective date installation by Sublessee of two (which shall not be less than forty2) above-ground diesel fuel tanks and five (455) days nor more than one hundred eighty (180) days after diesel generators at the Sublessee’s notice)Premises, (b) provided that such installation shall be in compliance with all Applicable Law, and Sublessee shall obtain Sublessor's prior written approval of the terms precise location thereof, and of the proposed Transfer and. the consideration thereforprotective enclosures or encasements thereof, the name and address of the proposed Transferee, and a copy of all documentation pertaining to the proposed Transfer, and (c) current audited financial statements of the proposed Transferee, and any other information necessary to enable Sublessor to determine the financial responsibility, character, and reputation of the proposed Transferee, and (d) such other information as Sublessor may reasonably require. Sublessor’s consent to any Transfer which approval shall not be unreasonably withheldwithheld or delayed. Sublessee agrees that reasonable considerations in determining such approval shall include without limitation whether such tanks, but enclosures, encasements and/or generators unreasonably interfere with the use or occupancy (including parking, ingress and egress) of the ACC Space, or the use or occupancy (including parking, ingress and egress) of 2000 Xxxxx Xxxxxx or its marketability to prospective subtenants. (b) Sublessor hereby consents to the installation by Sublessee satellite dishes not to exceed two (2) feet in diameter, on the roof of the Building only, so long as prior notice is provided to Sublessor and Lessor and provided that they are installed behind a roof screen, are not visible from the street, and are installed in compliance with Applicable Law. If Sublessee wishes to use other satellite dishes and/or install satellite dishes in any Transfer other manner or location, such installation shall be in compliance with all Applicable Law, and shall not be made without Sublessor’s 's and Lessor's prior written consent shallapproval of such installation, at Sublessor’s option, be null, void, and of no effect, and any acceptance of Rent by Sublessor from any purported Transferee which approval shall not be deemed a unreasonably withheld or delayed. Sublessee agrees that reasonable considerations in determining such approval shall include without limitation whether such satellite dishes unreasonably interfere with the use or occupancy (including parking, ingress and egress) of the ACC Space, or the use or occupancy (including parking, ingress and egress) of 2000 Xxxxx Xxxxxx or its marketability to prospective subtenants, or increase the restoration obligations pursuant to paragraph 7.4 of the Lease without the provision of additional security or payment to Sublessor. (c) Sublessor shall not unreasonably withhold or delay the granting of its consent to a Transfer Alterations, Utility Installations or a waiver Trade Fixtures which are consistent with the Alterations, Utility Installations or Trade Fixtures shown on the plans and specifications (Exhibit A). Sublessee agrees that reasonable considerations in determining such approval shall include without limitation whether such Alterations, Utility Installations and/or Trade Fixtures unreasonably interfere with the use or occupancy (including parking, ingress and egress) of any the ACC Space, or the use or occupancy (including parking, ingress and egress) of Sublessors rights 2000 Xxxxx Xxxxxx or remedies hereunder. If its marketability to prospective subtenants, or increase the restoration obligations pursuant to paragraph 7.4 of the Lease without the provision of additional security or payment to Sublessor. (d) Sublessor hereby agrees not to unreasonably withhold its consent to the installation by Sublessee has of security fencing which will in part enclose the Building, provided the notice required by this paragraph and if Sublessor does not provide written consent by the proposed effective date. Sublessor that such installation shall be deemed in compliance with all Applicable Law, and Sublessee shall obtain Sublessor's prior written approval of the precise location, height and type thereof. Sublessee agrees that reasonable considerations in determining such approval shall include without limitation whether such security fencing unreasonably interferes with the use or occupancy (including parking, ingress and egress) of the ACC Space, or the use or occupancy (including parking, ingress and egress) of 2000 Xxxxx Xxxxxx or its marketability to have consented to the Transferprospective subtenants.