Common use of Tenant’s Transfer Clause in Contracts

Tenant’s Transfer. Tenant may not transfer any of its rights under this Lease, voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law, or any other manner, without Landlord’s consent, which consent shall not be unreasonably withheld or delayed. Without limiting the generality of the foregoing, Tenant may not sublease, assign, mortgage, encumber, permit the transfer of ownership or control of the business entity comprising Tenant, or permit any portion of the Premises to be occupied by third parties provided, however, Tenant may pledge its assets to obtain financing, without the consent of Landlord, and Landlord agrees to subordinate any priority with respect to those assets on the written request of the provider of such financing. Notwithstanding the foregoing, Tenant may assign this Lease or sublet the Premises to an affiliate of Tenant on notice to Landlord but without Landlord’s consent so long as a substantial purpose of such transfer is not to avoid the restrictions on transfers otherwise provided in this Lease. An affiliate of Tenant shall mean an entity that owns Tenant or is owned by or is under common control with Tenant or into or with which Tenant may be merged or consolidated, provided that (a) the merger is not part of a sale or transfer of Tenant’s business or assets to an entity that was not an affiliate of Tenant before the transfer, and (b) the resulting entity shall own all or substantially all of the assets of Tenant. Consent by Landlord to a transfer shall not relieve Tenant from the obligation to obtain Landlord’s consent to any further transfer. Tenant shall remain fully liable for all obligations under this Lease following any such transfer. The joint and several liability of Tenant and any successor in interest of Tenant (by assignment or otherwise) under this Lease shall not in any way be affected by any agreement that modifies any of the rights or obligations of the parties under this Lease or any waiver of, or failure to enforce, any obligation under this Lease. If Landlord consents to any transfer, Tenant shall pay to Landlord, on demand, an administrative fee of $1,000 which will be used to reimburse Landlord for all of Landlord’s reasonable attorneys’ fees and costs associated with Landlord’s consent. Any transfer by Tenant in violation of this article shall, at Landlord’s option, be void. In the event Landlord consents to the sublease of all or any part of the Premises, Landlord shall be entitled to receive the 50% of the amount of any increased Rent provided for in said sublease, including sales tax, paid by a sublessee or assignee.

Tenant’s Transfer. A. Tenant may shall not transfer any of voluntarily assign or encumber its rights under interest in this Lease, voluntarily Lease or involuntarily, whether by merger, consolidation, dissolution, operation of lawin the Premises, or sublease all or any part of the Premises, or allow any other mannerperson or entity to occupy or use all or any part of the Premises, without first obtaining Landlord’s 's written consent, which consent shall not be unreasonably withheld or delayed. Without limiting delayed provided that the generality following conditions have been or are being satisfied: (i) the proposed assignee or sublessee is an entity which is of the foregoing, equal or greater credit worthiness and financial reputation as Tenant may not sublease, assign, mortgage, encumber, permit the transfer of ownership or control of the business entity comprising Tenant, or permit any portion of the Premises to be occupied by third parties provided, however, Tenant may pledge its assets to obtain financing, without the consent of Landlord, and Landlord agrees to subordinate any priority with respect to those assets on the written request date of the provider of such financing. Notwithstanding the foregoing, this Lease; Tenant may assign this Lease or sublet the Premises to an affiliate of Tenant on notice shall provide to Landlord but without Landlord’s consent so long as a substantial purpose of such transfer is not to avoid the restrictions on transfers otherwise provided in this Lease. An affiliate of Tenant shall mean an entity that owns Tenant all documentation necessary or is owned by or is under common control with Tenant or into or with which Tenant may be merged or consolidated, provided that (a) the merger is not part of a sale or transfer of Tenant’s business or assets to an entity that was not an affiliate of Tenant before the transfer, and (b) the resulting entity shall own all or substantially all of the assets of Tenant. Consent requested by Landlord to evidence the credit worthiness and financial reputation of such proposed assignee. Failure to provide any such information to Landlord, or Landlord's reasonable determination that such information does not demonstrate a transfer credit worthiness or financial reputation of such assignee equal to that of the Tenant on the date of this Lease, shall not relieve Tenant from the obligation be deemed reasonable justifications for Landlord to obtain Landlord’s withhold its consent to any further transfer. such assignment or to conditions its consent to require that Tenant shall remain fully liable for the performance of all of Tenant's obligations under this Lease following any such transfer. The joint and several liability of Tenant and any successor in interest of Tenant (by assignment or otherwise) under this Lease shall not in any way be affected by any agreement that modifies any of the rights or obligations of the parties under this Lease or any waiver of, or failure to enforce, any obligation under this Lease. If Landlord consents to any transferTenant may assign its interest in this Lease or in the Premises, Tenant shall pay to Landlord, on demand, an administrative fee of $1,000 which will be used to reimburse Landlord for all of Landlord’s reasonable attorneys’ fees and costs associated with Landlord’s consent. Any transfer by Tenant in violation of this article shall, at Landlord’s option, be void. In the event Landlord consents to the or sublease of all or any part of the Premises, Landlord shall be entitled to receive the 50an affiliate or subsidiary or patent of Tenant without first obtaining Landlord's written consent, provided that such affiliate or subsidiary of Tenant is at least 51% controlled by Tenant, or such parent company owns at 51% of the amount issued and outstanding shares of Tenant, and Tenant remains liable for the performance of all of Tenant's obligations under this Lease. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and, at Landlord's election, shall constitute a default hereunder unless expressly permitted herein. No consent to any increased Rent provided for in said subleaseassignment, including sales tax, paid by encumbrance or sublease shall constitute a sublessee or assigneefurther waiver of the provisions of this provision.

Tenant’s Transfer. Tenant may not transfer any of its rights under this Lease, voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law, or any other manner, without Landlord’s consent, which consent shall not unreasonably be unreasonably withheld or delayedwithheld. Without limiting the generality of the foregoing, Tenant may not sublease, assign, mortgage, encumber, permit the transfer of ownership or control of the business entity comprising Tenant, or permit any portion of the Premises to be occupied by third parties provided, however, Tenant may pledge its assets to obtain financing, without the consent of Landlord, and Landlord agrees to subordinate any priority with respect to those assets on the written request of the provider of such financingparties. Notwithstanding the foregoing, Tenant may assign this Lease or sublet the Premises to an affiliate of Tenant on notice to Landlord but without Landlord’s consent so long as a substantial purpose of such transfer is not to avoid the restrictions on transfers otherwise provided in this Lease. An affiliate of Tenant shall mean an entity that owns Tenant or is owned by or is under common control with Tenant or into or with which Tenant may be merged or consolidated, provided that (a) the merger is not part of a sale or transfer of Tenant’s business or assets to an entity that was not an affiliate of Tenant before the transfer, and (b) the resulting entity shall own all or substantially all of the assets of Tenant. Consent by Landlord to a transfer shall not relieve Tenant from the obligation to obtain Landlord’s consent to any further transfer. Tenant and Guarantor shall remain fully liable for all obligations under this Lease following any such transfer. The joint and several liability of Tenant Tenant, Guarantor, and any successor in interest of Tenant (by assignment or otherwise) under this Lease shall not in any way be affected by any agreement that modifies any of the rights or obligations of the parties under this Lease or any waiver of, or failure to enforce, any obligation under this Lease. If Landlord consents to any transfer, Tenant shall pay to Landlord, on demand, an administrative fee of $1,000 which and will be used to reimburse Landlord for all of Landlord’s reasonable attorneys’ fees and costs associated with Landlord’s consent. Any transfer by Tenant in violation of this article shall, at Landlord’s option, be void. In the event Landlord consents to the sublease of all or any part of the Premises, Landlord shall be entitled to receive the 50% of the total amount of any increased Rent provided for in said sublease, including sales tax, paid by a sublessee or assignee. Furthermore, Tenant understands that based upon the proposed use of the Premises by the sub-tenant or assignee, Landlord may withhold its consent if the use is not allowable by local zoning ordinance or otherwise conflicts with the professional environment Landlord, in its sole and absolute discretion, seeks to maintain.