{"component": "clause", "props": {"groups": [{"size": 16, "snippet_links": [{"key": "tenant-shall", "type": "clause", "offset": [4, 16]}, {"key": "in-this-lease", "type": "clause", "offset": [65, 78]}, {"key": "the-premises", "type": "clause", "offset": [85, 97]}, {"key": "person-or-entity", "type": "definition", "offset": [163, 179]}, {"key": "authorized-representatives", "type": "definition", "offset": [197, 223]}, {"key": "occupy-or-use", "type": "definition", "offset": [228, 241]}, {"key": "the-landlord", "type": "clause", "offset": [425, 437]}, {"key": "default-hereunder", "type": "clause", "offset": [522, 539]}, {"key": "consent-to", "type": "clause", "offset": [544, 554]}, {"key": "provisions-of-this-section", "type": "clause", "offset": [637, 663]}, {"key": "if-tenant", "type": "clause", "offset": [669, 678]}, {"key": "by-operation-of-law", "type": "definition", "offset": [748, 767]}, {"key": "dissolution-of-the-partnership", "type": "clause", "offset": [841, 871]}, {"key": "voluntary-assignment", "type": "clause", "offset": [891, 911]}, {"key": "a-corporation", "type": "clause", "offset": [930, 943]}, {"key": "reorganization-of-tenant", "type": "clause", "offset": [993, 1017]}, {"key": "transfer-of-a", "type": "clause", "offset": [1034, 1047]}, {"key": "the-capital-stock", "type": "clause", "offset": [1074, 1091]}, {"key": "sale-of", "type": "clause", "offset": [1110, 1117]}, {"key": "power-of", "type": "clause", "offset": [1151, 1159]}, {"key": "entitled-to-vote", "type": "clause", "offset": [1223, 1239]}, {"key": "election-of-directors", "type": "definition", "offset": [1248, 1269]}, {"key": "the-sublease", "type": "clause", "offset": [1339, 1351]}, {"key": "provided-tenant", "type": "definition", "offset": [1387, 1402]}, {"key": "same-terms-and-conditions", "type": "clause", "offset": [1462, 1487]}, {"key": "landlord-shall", "type": "clause", "offset": [1533, 1547]}, {"key": "to-receive", "type": "definition", "offset": [1560, 1570]}, {"key": "total-amount", "type": "definition", "offset": [1575, 1587]}, {"key": "increased-rent", "type": "clause", "offset": [1595, 1609]}, {"key": "sales-tax", "type": "definition", "offset": [1621, 1630]}, {"key": "a-sub", "type": "clause", "offset": [1640, 1645]}, {"key": "by-landlord", "type": "clause", "offset": [1695, 1706]}, {"key": "assignment-and-assumption-of-lease-agreement", "type": "clause", "offset": [1748, 1792]}, {"key": "attempted-transfer", "type": "clause", "offset": [1798, 1816]}, {"key": "violation-of-this-section", "type": "clause", "offset": [1885, 1910]}, {"key": "no-rights", "type": "clause", "offset": [1936, 1945]}, {"key": "third-person", "type": "definition", "offset": [1955, 1967]}, {"key": "breach-of-this", "type": "clause", "offset": [2010, 2024]}, {"key": "for-default", "type": "clause", "offset": [2077, 2088]}, {"key": "prior-written-consent", "type": "clause", "offset": [2111, 2132]}, {"key": "by-tenant", "type": "clause", "offset": [2172, 2181]}, {"key": "the-tenant", "type": "clause", "offset": [2269, 2279]}, {"key": "act-or-omission", "type": "clause", "offset": [2308, 2323]}, {"key": "in-addition-to", "type": "clause", "offset": [2386, 2400]}, {"key": "other-rights-and-remedies", "type": "clause", "offset": [2452, 2477]}, {"key": "under-this-lease", "type": "clause", "offset": [2478, 2494]}, {"key": "pursuant-to", "type": "definition", "offset": [2499, 2510]}, {"key": "the-transferee", "type": "clause", "offset": [2597, 2611]}, {"key": "net-amount", "type": "definition", "offset": [2659, 2669]}, {"key": "the-rent", "type": "clause", "offset": [2683, 2691]}], "snippet": "(a) Tenant shall not voluntarily assign or encumber its interest in this Lease or in the Premises, or sublease all or any part of the Premises, or allow any other person or entity (except Tenant\u2019s authorized representatives) to occupy or use all or any part of the Premises, without first obtaining Landlord\u2019s written consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without the Landlord\u2019s written consent shall be void able and at Landlord\u2019s election, shall constitute a default hereunder. No consent to any assignment, encumbrance, or sublease shall constitute a further waiver of the provisions of this Section.\n(b) If Tenant is a partnership, a withdrawal or change, voluntary, involuntary, or by operation of law, of any partner/or partners owing 50% or more of the partnership, or the dissolution of the partnership, shall be deemed a voluntary assignment.\n(c) If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or transfer of a controlling percentage of the capital stock of Tenant, or the sale of 51% of the total combined voting power of all classes of Tenant\u2019s capital stock issued, outstanding, and entitled to vote for the election of directors, shall be deemed a voluntary assignment.\n(d) Landlord may consent to the sublease of all or any part of the Premises provided Tenant and the sub lessee enter into a sublease incorporating the same terms and conditions as contained herein (exclusive of rent), and Landlord shall be entitled to receive the total amount of any increased Rent, including sales tax, paid by a sub lessee or assignee.\n(e) Any assignment agreed to by Landlord shall be evidenced by a validly executed Assignment and Assumption of Lease Agreement. Any attempted transfer, assignment, subletting, mortgaging or encumbering of this Lease in violation of this Section shall be void and confer no rights upon any third person. Such attempt shall constitute a material breach of this Lease and entitle Landlord to the remedies provided for default.\n(f) If, without such prior written consent, this Lease is transferred or assigned by Tenant, or if the Premises, or any part thereof, are sublet or occupied by anybody other than the Tenant, whether as a result of any act or omission by Tenant, or by operation of law or otherwise, Landlord may, in addition to and not in diminution of, or substitution for, any other rights and remedies under this Lease, or pursuant to law to which Landlord may be entitled as a result thereof, collect Rent directly from the transferee, assignee, subtenant or occupant and apply the net amount collected to the Rent herein reserved.", "samples": [{"hash": "kJnQ5XQ2E7S", "uri": "/contracts/kJnQ5XQ2E7S#tenants-transfer", "label": "Lease Agreement (Cleartronic, Inc.)", "score": 24.0321697467, "published": true}, {"hash": "9Omr6wRdNN5", "uri": "/contracts/9Omr6wRdNN5#tenants-transfer", "label": "Lease Agreement (Cleartronic, Inc.)", "score": 20.993155373, "published": true}, {"hash": "8gW6Dq2Lp0l", "uri": "/contracts/8gW6Dq2Lp0l#tenants-transfer", "label": "Lease Agreement (GlobalTel IP, Inc.)", "score": 19.0, "published": true}], "hash": "944d695e43be2979051eac814f4a8cde", "id": 1}, {"size": 1, "snippet_links": [{"key": "tenant-shall", "type": "clause", "offset": [4, 16]}, {"key": "in-this-lease", "type": "clause", "offset": [65, 78]}, {"key": "the-premises", "type": "clause", "offset": [85, 97]}, {"key": "person-or-entity", "type": "definition", "offset": [163, 179]}, {"key": "authorized-representatives", "type": "definition", "offset": [197, 223]}, {"key": "occupy-or-use", "type": "definition", "offset": [228, 241]}, {"key": "written-consent", "type": "definition", "offset": [310, 325]}, {"key": "without-landlord", "type": "definition", "offset": [417, 433]}, {"key": "a-default", "type": "definition", "offset": [516, 525]}], "snippet": "(a) Tenant shall not voluntarily assign or encumber its interest in this Lease or in the Premises, or sublease all or any part of the Premises, or allow any other person or entity (except Tenant's authorized representatives) to occupy or use all or any part of the Premises, without first obtaining Landlord's written consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's written consent shall be voidable and, at Landlord's election, shall constitute a default", "samples": [{"hash": "c5MQANCsjSE", "uri": "/contracts/c5MQANCsjSE#tenants-transfer", "label": "Lease Agreement (Ursus Telecom Corp)", "score": 18.0, "published": true}], "hash": "e2c57586f904a306b5cdfb52635e07e6", "id": 2}, {"size": 1, "snippet_links": [{"key": "tenant-may", "type": "definition", "offset": [0, 10]}, {"key": "provided-that", "type": "clause", "offset": [100, 113]}, {"key": "consented-to", "type": "definition", "offset": [127, 139]}, {"key": "consent-to", "type": "clause", "offset": [166, 176]}, {"key": "by-landlord", "type": "clause", "offset": [260, 271]}, {"key": "based-on", "type": "clause", "offset": [297, 305]}, {"key": "the-transferee", "type": "clause", "offset": [306, 320]}, {"key": "use-of-the-leased-premises", "type": "clause", "offset": [332, 358]}, {"key": "section-32", "type": "definition", "offset": [421, 432]}, {"key": "term-of-this-lease", "type": "definition", "offset": [481, 499]}, {"key": "for-landlord", "type": "clause", "offset": [530, 542]}, {"key": "the-condition", "type": "clause", "offset": [557, 570]}, {"key": "following-the", "type": "definition", "offset": [577, 590]}, {"key": "balance-of-the", "type": "clause", "offset": [623, 637]}, {"key": "fifty-percent", "type": "definition", "offset": [676, 689]}, {"key": "area-of-the-leased-premises", "type": "clause", "offset": [709, 736]}, {"key": "drug-store", "type": "definition", "offset": [795, 805]}, {"key": "if-tenant", "type": "clause", "offset": [845, 854]}, {"key": "tenant-will", "type": "clause", "offset": [875, 886]}, {"key": "to-landlord", "type": "clause", "offset": [913, 924]}, {"key": "full-performance", "type": "clause", "offset": [929, 945]}, {"key": "of-tenant", "type": "clause", "offset": [946, 955]}, {"key": "notice-of-any", "type": "clause", "offset": [1020, 1033]}, {"key": "assignment-of", "type": "definition", "offset": [1042, 1055]}, {"key": "default-by-tenant", "type": "clause", "offset": [1090, 1107]}, {"key": "the-tenant", "type": "clause", "offset": [1149, 1159]}, {"key": "under-this-lease", "type": "clause", "offset": [1171, 1187]}, {"key": "notice-to", "type": "definition", "offset": [1225, 1234]}, {"key": "capable-of-being-cured", "type": "definition", "offset": [1272, 1294]}, {"key": "payment-of-money", "type": "clause", "offset": [1302, 1318]}, {"key": "cure-the-default", "type": "clause", "offset": [1339, 1355]}, {"key": "period-of-time", "type": "clause", "offset": [1387, 1401]}], "snippet": "Tenant may assign this Lease or sublet the whole or any part of the Leased Premises (a \u201cTransfer\u201d), provided that Landlord has consented to such Transfer. Landlord\u2019s consent to any Transfer shall not be unreasonably withheld, conditioned or delayed. A refusal by Landlord to consent to a Transfer based on the transferee\u2019s proposed use of the Leased Premises shall be deemed to be unreasonable, if such use complies with Section 3.2. of this Lease, except that during the Original Term of this Lease it shall be deemed reasonable for Landlord to consent on the condition that, following the Transfer and continuing for the balance of the Original Term of this Lease, at least fifty percent (50%) of the sales area of the Leased Premises will be used for a grocery supermarket (which may include drug store/pharmacy) and uses incidental thereto. If Tenant assigns this Lease, Tenant will remain liable as a surety to Landlord for full performance of Tenant\u2019s obligations hereunder provided that Landlord gives Tenant (i) Notice of any further assignment of this Lease and (ii) Notice of any default by Tenant\u2019s assignee or any subsequent assignee of the tenant\u2019s interest under this Lease concurrently with the giving of such Notice to such assignee, and if the default is capable of being cured by the payment of money, the opportunity to cure the default within the same and concurrent period of time as such assignee has under this Lease.", "samples": [{"hash": "je3m0M8dnc6", "uri": "/contracts/je3m0M8dnc6#tenants-transfer", "label": "Merger Agreement (Safeway Inc)", "score": 23.1861738535, "published": true}], "hash": "41da6b970cec7215774f58b6595c97b7", "id": 6}, {"size": 1, "snippet_links": [{"key": "article-14", "type": "definition", "offset": [22, 32]}, {"key": "subject-to", "type": "definition", "offset": [37, 47]}, {"key": "section-121", "type": "clause", "offset": [53, 65]}, {"key": "tenant-shall", "type": "clause", "offset": [67, 79]}, {"key": "the-leased-premises", "type": "definition", "offset": [232, 251]}, {"key": "consent-of-landlord", "type": "clause", "offset": [299, 318]}, {"key": "the-parties-acknowledge-and-agree-that", "type": "clause", "offset": [394, 432]}, {"key": "tenant-may", "type": "definition", "offset": [438, 448]}, {"key": "agreement-to-sublease", "type": "definition", "offset": [498, 519]}, {"key": "certain-rights", "type": "clause", "offset": [530, 544]}, {"key": "associated-with", "type": "definition", "offset": [545, 560]}, {"key": "solar-park", "type": "definition", "offset": [565, 575]}, {"key": "financing-plan", "type": "definition", "offset": [641, 655]}, {"key": "approval-of", "type": "clause", "offset": [682, 693]}], "snippet": "Except as provided in Article 14 and subject to this Section 12.1, Tenant shall not assign, encumber, mortgage, pledge, collaterally assign or otherwise transfer this Lease or any interest herein or sublet or license any portion of the Leased Premises (each, a \u201cTransfer\u201d) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. The parties acknowledge and agree that this Tenant may obtain a single approval for a plan and template agreement to sublease or assign certain rights associated with the Solar Park to multiple individual persons or entities as part of an overall financing plan without needing to obtain approval of each individual sublease or agreement.", "samples": [{"hash": "3xXqnvSN6AN", "uri": "/contracts/3xXqnvSN6AN#tenants-transfer", "label": "Lease Agreement", "score": 29.5269000122, "published": true}], "hash": "aab64a7526a7985ca1731adbd82c641c", "id": 4}, {"size": 1, "snippet_links": [{"key": "tenant-shall", "type": "clause", "offset": [3, 15]}, {"key": "in-this-lease", "type": "clause", "offset": [64, 77]}, {"key": "the-premises", "type": "clause", "offset": [84, 96]}, {"key": "person-or-entity", "type": "definition", "offset": [162, 178]}, {"key": "occupy-or-use", "type": "definition", "offset": [182, 195]}, {"key": "an-assignment", "type": "clause", "offset": [373, 386]}, {"key": "proposed-assignee", "type": "definition", "offset": [394, 411]}, {"key": "without-landlord", "type": "definition", "offset": [482, 498]}, {"key": "prior-written-consent", "type": "clause", "offset": [501, 522]}, {"key": "a-default", "type": "definition", "offset": [587, 596]}, {"key": "if-tenant", "type": "clause", "offset": [615, 624]}, {"key": "business-entity", "type": "definition", "offset": [630, 645]}, {"key": "without-limitation", "type": "clause", "offset": [653, 671]}, {"key": "company-or-corporation", "type": "definition", "offset": [686, 708]}, {"key": "tenant-may", "type": "definition", "offset": [717, 727]}, {"key": "affiliated-entities", "type": "clause", "offset": [777, 796]}, {"key": "successors-in-interest", "type": "definition", "offset": [800, 822]}, {"key": "to-landlord", "type": "clause", "offset": [832, 843]}, {"key": "reasonable-consent", "type": "definition", "offset": [846, 864]}, {"key": "assignment-of", "type": "definition", "offset": [958, 971]}, {"key": "the-assignment", "type": "clause", "offset": [1021, 1035]}, {"key": "to-pay", "type": "clause", "offset": [1108, 1114]}, {"key": "reasonable-attorneys", "type": "definition", "offset": [1126, 1146]}, {"key": "in-connection-with", "type": "clause", "offset": [1182, 1200]}, {"key": "preparation-of", "type": "clause", "offset": [1234, 1248]}, {"key": "assignment-or-transfer", "type": "clause", "offset": [1305, 1327]}, {"key": "landlord-shall", "type": "clause", "offset": [1363, 1377]}, {"key": "assignment-and-assumption-of-lease-agreement", "type": "clause", "offset": [1413, 1457]}, {"key": "terms-and-provisions", "type": "clause", "offset": [1469, 1489]}, {"key": "by-the-parties", "type": "clause", "offset": [1520, 1534]}], "snippet": "A. Tenant shall not voluntarily assign or encumber its interest in this Lease or in the Premises, or sublease all or any part of the Premises, or allow any other person or entity to occupy or use all or any part of the Premises, without first obtaining Landlord's written consent, which consent shall not be unreasonably withheld or delayed. Landlord may reasonably refuse an assignment if the proposed assignee is not financially qualified. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and, at Landlord's election, shall constitute a default of this Lease.\nB. If Tenant is a business entity (e.g., without limitation, partnership, company or corporation, etc.), Tenant may assign its interests in this Lease to any of its affiliated entities or successors in interest, subject to Landlord\u2019s reasonable consent as expressed in Subparagraph A. Any conveyance of any interest in Tenant shall constitute an assignment of this Lease, which Landlord may reasonably refuse the assignment if the proposed assignor is not financially qualified.\nC. Tenant agrees to pay Landlord\u2019s reasonable attorneys\u2019 fees up to $1,000- incurred by it in connection with Landlord\u2019s attorneys\u2019 review and preparation of any documentation regarding Tenant\u2019s proposed sublease, assignment or transfer.\nD. Any assignment consented to by Landlord shall be evidenced by a validly executed assignment and assumption of lease agreement, upon such terms and provisions as shall be reasonably agreed by the parties thereto.", "samples": [{"hash": "9j2fwNmhzQV", "uri": "/contracts/9j2fwNmhzQV#tenants-transfer", "label": "Office Lease Agreement (Net Element, Inc.)", "score": 31.8747433265, "published": true}], "hash": "d65f5f58184a5a7bbf1e768552342174", "id": 3}, {"size": 1, "snippet_links": [{"key": "tenant-shall", "type": "clause", "offset": [0, 12]}, {"key": "in-this-lease", "type": "clause", "offset": [61, 74]}, {"key": "the-premises", "type": "clause", "offset": [81, 93]}, {"key": "person-or-entity", "type": "definition", "offset": [159, 175]}, {"key": "occupy-or-use", "type": "definition", "offset": [179, 192]}, {"key": "leasing-criteria", "type": "definition", "offset": [348, 364]}, {"key": "in-effect", "type": "definition", "offset": [365, 374]}, {"key": "without-landlord", "type": "definition", "offset": [429, 445]}, {"key": "prior-written-consent", "type": "clause", "offset": [448, 469]}, {"key": "default-hereunder", "type": "clause", "offset": [536, 553]}, {"key": "consent-to", "type": "clause", "offset": [558, 568]}, {"key": "provisions-of-this-section", "type": "clause", "offset": [650, 676]}], "snippet": "Tenant shall not voluntarily assign or encumber its interest in this Lease or in the Premises, or sublease all or any part of the Premises, or allow any other person or entity to occupy or use all or any part of the Premises, without first obtaining Landlord's written consent, which consent shall not be unreasonably withheld utilizing Landlord's leasing criteria in effect at that time. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and, at Landlord's election, shall constitute a default hereunder. No consent to any assignment, encumbrance, or sublease shall constitute a future waiver of the provisions of this Section .", "samples": [{"hash": "lsx4JbCGEEN", "uri": "/contracts/lsx4JbCGEEN#tenants-transfer", "label": "Lease Agreement (Paragon Financial Corp)", "score": 18.0, "published": true}], "hash": "e371c96bb7d6de67dc4fc8347f0427c0", "id": 5}, {"size": 1, "snippet_links": [], "snippet": "", "samples": [{"hash": "aDLM9u55QgV", "uri": "/contracts/aDLM9u55QgV#tenants-transfer", "label": "Lease Agreement (LSB Industries Inc)", "score": 9.5, "published": true}], "hash": "d41d8cd98f00b204e9800998ecf8427e", "id": 7}], "next_curs": "", "clause": {"size": 22, "parents": [["assignment-and-subletting", "Assignment and Subletting"], ["exhibits", "EXHIBITS"], ["assignment-or-subletting", "Assignment or Subletting"], ["landlords-lien-and-security-interest", "Landlord\u2019s Lien and Security Interest"], ["construction-liens", "Construction Liens"]], "children": [["assignment-subletting", "Assignment; Subletting"], ["permitted-transfers", "Permitted Transfers"]], "title": "Tenant\u2019s Transfer", "id": "tenants-transfer", "related": [["removal-of-tenant-property-by-tenant", "Removal of Tenant Property by Tenant", "Removal of Tenant Property by Tenant"], ["landlords-entry", "Landlord\u2019s Entry", "Landlord\u2019s Entry"], ["removal-of-tenants-property", "Removal of Tenant\u2019s Property", "Removal of Tenant\u2019s Property"], ["surrender-of-premises-ownership-and-removal-of-trade-fixtures", "Surrender of Premises Ownership and Removal of Trade Fixtures", "Surrender of Premises Ownership and Removal of Trade Fixtures"], ["tenants-repairs", "Tenant\u2019s Repairs", "Tenant\u2019s Repairs"]], "related_snippets": [["removal-of-tenants-property", "Upon the expiration or earlier termination of this Lease or the termination of Tenant's right of possession of the Premises only, Tenant shall have the right, at its sole cost and expense, for a period of fifteen (15) days thereafter to remove Tenant's Property, Distinctive Property and the Financed Personalty, respectively, from the Premises, provided that Tenant shall pay to Landlord Rent due under Article 3 hereof for the actual number of days which elapse during such fifteen (15) day period until the Tenant's Property, Distinctive Property and the Financed Personalty, as applicable, are removed from the Premises. If and to the extent that Tenant fails to remove any of such property by the expiration of said fifteen (15) day period, Landlord agrees that Tenant Lender, TE Lender and Franchisor each shall have the right for a period of forty (45) days thereafter to remove the same from the Premises, provided, that Tenant shall pay to Landlord Rent due hereunder for the actual number of days which elapse until Tenant Lender, TE Lender or Franchisor remove the same from the Premises during such forty five (45) day period. If and to the extent that any such property remains on the Premises on the sixtieth (60th) day after such termination, the same shall be deemed abandoned, and at Landlord's option shall become the property of Landlord and may be sold or disposed of as Landlord may determine; provided, however, that Landlord shall not use, suffer or permit the use of any Distinctive Property unless the attributes or features thereof associated with Tenant or Franchisor are removed or obliterated. Any and all damage to the Building caused by or resulting from the removal of Tenant's Property, Distinctive Property or Financed Personalty shall promptly be repaired at no cost or expense to Landlord and Tenant shall be liable for such cost and expense unless such repairs are made by Tenant, Franchisor or TE Lender, as the case may be."], ["landlords-entry", "Landlord and its authorized representatives may at all reasonable times and upon reasonable notice to Tenant enter the Premises to: (a) inspect the Premises; (b) exercise and perform Landlord's rights and obligations under this Lease; (c) post notices of non-responsibility or other protective notices available under the Laws; (d) show the Premises to current or prospective mortgagees, or to prospective purchasers of the Property; or (e) during the last 12 months of the Term, show the Premises to prospective tenants. Landlord, in the event of any emergency, may enter the Premises at any time without notice to Tenant. If Landlord receives prior written notification from Tenant that specified areas within the Premises contain confidential materials, then Landlord shall not enter such portions of the Premises unless accompanied by a representative of Tenant except (i) in case of an emergency, or (ii) if Tenant authorizes Landlord to enter such portions of the Premises without accompaniment of Tenant's representative. Landlord's entry into the Premises is not to be construed as a forcible or unlawful entry into, or detainer of, the Premises or as an eviction of Tenant from all or any part of the Premises. Subject to Section 9.3 below, Tenant will also permit Landlord (or its designees) to erect, install, use, maintain, replace and repair pipes, cables, conduits, plumbing and vents, and telephone, electric and other wires or other items, in, to and through the Premises if Landlord reasonably determines that such activities are necessary for properly operating and maintaining the Building."], ["alterations-by-tenant", "(a) Tenant shall not make or allow to be made (except as otherwise specifically provided in this Lease) any alterations or physical additions (including fixtures) to be made in or to the Leased Premises, or place safes, vaults or other heavy furniture or equipment within the Leased Premises, without first obtaining the written consent of Landlord. Tenant shall deliver to Landlord a copy of the \u201cas-built\u201d plans and specifications for all alterations or physical additions made with the approval of Landlord in or to the Leased Premises. Tenant agrees specifically that no food, soft drink or other vending machine will be installed within the Leased Premises without the written consent of Landlord. Landlord shall retain the right to monitor the performance of any alterations or additions to the Leased Premises after the plans and specifications for same have been approved by Landlord.\n(b) All alterations, physical additions or improvements in or to the Leased Premises (including fixtures) shall, when made, become the property of Landlord and shall be surrendered to Landlord upon termination of this Lease; provided, however, this clause shall not apply to movable trade fixtures, equipment or furniture owned by Tenant as long as Tenant restores the Leased Premises to its initial improved condition after the removal of any such property by Tenant.\n(c) Tenant shall indemnify and hold harmless Landlord from and against all costs (including attorneys\u2019 fees and costs of suit), losses, liabilities or causes of action arising out of or relating to any alterations, additions or improvements made by Tenant to the Leased Premises, including, but not limited to, any mechanic\u2019s or materialmen\u2019s liens asserted in connection therewith.\n(d) Should any mechanic\u2019s or other lien or liens be filed against any portion of the Building by reason of Tenant\u2019s acts or omissions or because of a claim against Tenant, Tenant shall cause the same to be canceled or discharged of record by bond or otherwise within ten (10) days after notice by Landlord. If Tenant shall fail to cancel or discharge said lien or liens within said ten-day period, Landlord may, at its sole option, cancel or discharge the same and, upon Landlord\u2019s demand, Tenant shall promptly reimburse Landlord for all costs incurred in canceling or discharging such liens."], ["landlord-repairs", "(a) Throughout the Term, Landlord shall diligently perform all repairs, maintenance and replacements required to keep the roof, foundation, floor slab, structural elements and exterior walls of the Premises in compliance with the Incentive Agreements and in a good, clean and safe condition, in proper working order at all times; except\n(i) Tenant shall be responsible for normal preventive maintenance of the roof of the Building to the extent expressly provided in Section 9.02, and (ii) Tenant shall be responsible for repairing the roof membrane and roof insulation as expressly provided in Section 9.02 (excluding the roof deck and trusses) from and after the end of the first (1st) Extension Period if Tenant exercises the second (2nd) Extension Option and the Term is extended as a result thereof. In addition, Landlord shall cause the Premises to comply with Applicable Laws as of the Delivery Date, including, but not limited to, the Americans with Disabilities Act, 42 U.S.C. \u00a7 12101, et seq., or any successor thereto. All repairs, maintenance and replacements to be made by Landlord under this Lease shall be completed in a good and workmanlike manner, in compliance with all Applicable Laws, and consistent with (or better than) the initial quality of Landlord\u2019s Work. Landlord shall use its best efforts to perform all maintenance, repairs and replacements that are Landlord\u2019s responsibility under this Section 9.01 in a manner that does not materially interfere with Tenant\u2019s use and enjoyment of the Premises.\n(b) Landlord shall use reasonable efforts to enforce all manufacturer, supplier, contractor, subcontractor and other warranties and guaranties related to Landlord\u2019s Work; provided if Landlord fails to enforce any such warranties or guaranties, Tenant may (but shall not be obligated to) enforce the same and Landlord shall cooperate, assist and join in such efforts.\n(c) If any repairs, maintenance or replacements are required to the roof, foundation, structural elements, floor slab or exterior walls of the Building as a result of damage to the Premises caused by Tenant or its Affiliates, agents, employees, contractors or representatives, excluding ordinary wear and tear and damage that is subject to the waiver set forth in Section 11.04, then Tenant shall reimburse Landlord for the third party actual, verifiable and reasonable cost of such repairs, maintenance or replacements, within sixty (60) days of Tenant\u2019s receipt of a written demand for the same from Landlord, accompanied by reliable evidence of the costs for which reimbursement is sought."], ["sublease", "Sublandlord hereby subleases to Subtenant and Subtenant hereby subleases from Sublandlord for the term, at the rental, and upon all of the conditions set forth herein, the Subleased Premises."], ["tenants-repairs", "Subject to Section 13 hereof, Tenant, at its expense, shall repair, replace and maintain in good condition all portions of the Premises, including, without limitation, entries, doors, ceilings, interior windows, interior walls, and the interior side of demising walls. Such repair and replacement may include capital expenditures and repairs whose benefit may extend beyond the Term. Should Tenant fail to make any such repair or replacement or fail to maintain the Premises, Landlord shall give Tenant notice of such failure. If Tenant fails to commence cure of such failure within 10 days of Landlord\u2019s notice, and thereafter diligently prosecute such cure to completion, Landlord may perform such work and shall be reimbursed by Tenant within 10 days after demand therefor; provided, however, that if such failure by Tenant creates or could create an emergency, Landlord may immediately commence cure of such failure and shall thereafter be entitled to recover the costs of such cure from Tenant. Subject to Sections 17 and 18, Tenant shall bear the full uninsured cost of any repair or replacement to any part of the Project that results from damage caused by Tenant or any Tenant Party and any repair that benefits only the Premises. Notwithstanding anything to the contrary contained in this Lease, as of the Rent Commencement Date, the maintenance and repair obligations for the Premises shall be allocated between Landlord and Tenant as set forth on Exhibit H attached hereto. The maintenance obligations allocated to Tenant pursuant to Exhibit H (the \u201cTenant Maintenance Obligations\u201d) shall be performed by Tenant at Tenant\u2019s sole cost and expense. The Tenant Maintenance Obligations shall include the procurement and maintenance of contracts, in form and substance reasonably satisfactory to Landlord, with copies to Landlord upon Landlord\u2019s written request, for and with contractors reasonably acceptable to Landlord specializing and experienced in the respective Tenant Maintenance Obligations. Notwithstanding anything to the contrary contained herein, the scope of work of any such contracts entered into by Tenant pursuant to this paragraph shall, at a minimum, comply with manufacturer\u2019s recommended maintenance procedures for the optimal performance of the applicable equipment. Landlord shall, notwithstanding anything to the contrary contained in this Lease, have no obligation to perform any Tenant Maintenance Obligations. The Tenant Maintenance Obligations shall not include the right or obligation on the part of Tenant to make any structural and/or capital repairs or improvements to the Project, and Landlord shall continue, as part of Operating Expenses, to be responsible, as provided in Section 13, for capital repairs and replacements required to be made to the Project. If Tenant fails to maintain any portion of the Premises for which Tenant is responsible as part of the Tenant Maintenance Obligations in a manner reasonably acceptable to Landlord within the requirements of this Lease, Landlord shall have the right, but not the obligation, to provide Tenant with written notice thereof and to assume the Tenant Maintenance Obligations if Tenant does not cure Tenant\u2019s failure within 10 days after receipt of such notice."], ["surrender-of-premises-ownership-and-removal-of-trade-fixtures", "23.1 No act or thing done by Landlord or any agent or employee of Landlord during the Lease Term shall be deemed to constitute an acceptance by Landlord of a surrender of the Premises unless such intent is specifically acknowledged in writing by Landlord. The delivery of keys to the Premises to Landlord or any agent or employee of Landlord shall not constitute a surrender of the Premises or effect a termination of this Lease, whether or not the keys are thereafter retained by Landlord, and notwithstanding such delivery Tenant shall be entitled to the return of such keys at any reasonable time upon request until this Lease shall have been properly terminated. The voluntary or other surrender of this Lease by \u2587\u2587\u2587\u2587\u2587\u2587, whether accepted by Landlord or not, or a mutual termination hereof, shall not work a merger, and at the option of Landlord shall operate as an assignment to Landlord of all subleases or subtenancies affecting the Premises or terminate any or all such subtenants or subtenancies.\n23.2 Upon the expiration of the Lease Term, or upon any earlier termination of this Lease, Tenant shall, subject to the provisions of this Article 23 and section 8.2 above, quit and surrender possession of the Premises to Landlord in as good order and condition as when \u2587\u2587\u2587\u2587\u2587\u2587 took possession, ordinary wear and tear and damage thereto by fire or other casualty excepted. Upon such expiration or termination, Tenant shall, without expense to Landlord, remove or cause to be removed from the Premises all debris and rubbish, and such items of furniture, equipment, business and trade fixtures, free-standing cabinet work, movable partitions, voice and data cabling and other articles of personal property owned by Tenant or installed or placed by Tenant at its expense in the Premises, and such similar articles of any other persons claiming under Tenant, as Landlord may, in its sole discretion, require to be removed; provided, however, that in lieu of removing certain cabling, Tenant shall, at Landlord's request, abandon and leave in place, without additional payment to Tenant or credit against rent, any cabling (including conduit) designated by Landlord and installed in the Premises or elsewhere in the Building by or on behalf of Tenant (including all connections for such cabling), in a neat and safe condition in accordance with the requirements of all applicable Legal Requirements, including the National Electric Code or any successor statute, and terminated at both ends of a connector, properly labeled at each end and in each electrical closet and junction box. Any such property not so removed by Tenant shall be deemed to be abandoned and at the option of Landlord shall either (a) become Landlord's property without any payment to Tenant or (b) remain Tenant's property, but Landlord shall have the right to sell or otherwise dispose of such personal property in any commercially reasonable manner, provided that any proceeds realized from the sale of Tenant's property shall be applied first to offset all expenses of storage and sale, then credited against Tenant's outstanding obligations under this Lease (including, without limitation, past due rent amounts and any termination damages owing by Tenant to Landlord pursuant to Article 19 hereof), and any remaining balance shall be returned to Tenant."], ["repairs-by-tenant", "Tenant shall, at its sole cost and expense, promptly perform all maintenance, repairs, refurbishing and replacement work to the Leased Premises that are not Landlord\u2019s express responsibility under this Lease, and shall keep the Leased Premises in good condition and repair, reasonable wear and tear excepted. Tenant\u2019s repair obligations include repairs to: (a) floor covering, (b) interior partitions, (c) doors, (d) the interior side of demising walls, (e) electronic, phone and data cabling and related equipment that is installed by or for the exclusive benefit of Tenant and located in the Leased Premises or other portions of the Building, (f) supplemental air conditioning units, private showers and kitchens, including hot water heaters, plumbing and similar facilities serving Tenant exclusively, and (g) alterations performed by contractors retained by Tenant, including related HVAC balancing. All Tenant\u2019s work shall be performed in accordance with the rules and procedures described in Section 5.2 hereof. Upon termination of this Lease, Tenant will surrender and deliver the Leased Premises to Landlord in the same condition in which the Leased Premises existed on the Commencement Date, subject, however, to (i) the provisions of Article VI hereof, (ii) the alterations permitted pursuant to this Lease, (iii) the provisions of Section 5.3, and (iv) except for ordinary wear and tear. If Tenant should fail or refuse to make such repairs, refurbishings or replacements or perform said maintenance as and when reasonably required, Landlord may, at its option, but without any obligation to do so, cure such failure or refusal and Landlord\u2019s costs shall be reimburseable by Tenant as additional rent, by Tenant, immediately upon invoicing by Landlord. Notwithstanding the foregoing, Landlord agrees to perform, as Above Standard Services, Tenant\u2019s repair and maintenance obligations with respect to the Leased Premises. Tenant shall notify Landlord of the need for any such repair and maintenance and Landlord shall endeavor to respond timely to each such request."], ["removal-of-tenant-property-by-tenant", "Upon the expiration of the Lease Term, or upon any earlier termination of this Lease, Tenant shall, subject to the provisions of this Article 15, quit and surrender possession of the Premises to Landlord in as good order and condition as when Tenant took possession and as thereafter improved by Landlord and/or Tenant, reasonable wear and tear and repairs which are specifically made the responsibility of Landlord hereunder excepted. Upon such expiration or termination, Tenant shall, without expense to Landlord, remove or cause to be removed from the Premises all debris and rubbish, and such items of furniture, equipment, business and trade fixtures, free-standing cabinet work, movable partitions and other articles of personal property owned by Tenant or installed or placed by Tenant at its expense in the Premises, and such similar articles of any other persons claiming under Tenant, as Landlord may, in its sole discretion, require to be removed, and Tenant shall repair at its own expense all damage to the Premises and Building resulting from such removal."], ["condition-of-subleased-premises", "(a) Subtenant shall maintain and repair the Subleased Premises in a manner consistent with Sublandlord\u2019s obligations under the Lease. Sublandlord shall have the right to enter the Subleased Premises from time to time upon reasonable prior notice to Subtenant, during normal business hours and escorted by Subtenant (if Subtenant makes such escort reasonably available). Sublandlord\u2019s right of entry shall include the right of inspection to confirm that Subtenant is in compliance with all applicable maintenance and repair obligations set forth in the Lease. In the event that Sublandlord determines, in Sublandlord\u2019s reasonable opinion, that Subtenant is in default of any maintenance and/or repair obligation set forth in the Lease, and such default may incur liability to Sublandlord upon the surrender of the Subleased Premises upon the expiration or earlier termination of the Lease (a \u201cRequired Repair Item\u201d), then Sublandlord shall have the right to notify Subtenant of any such Required Repair Items. Subtenant shall be obligated to cure such Required Repair Items within thirty (30) days of such notice from Sublandlord, or, if such Required Repair Items cannot be reasonably completed in such thirty (30) day period, such longer period as reasonably necessary to cure such Required Repair Items, so long as Subtenant has commenced such cure and diligently pursues such cure to completion. In no event shall Sublandlord\u2019s rights hereunder impose any additional and/or greater repair or maintenance standards from those set forth in the Lease. In the event Subtenant fails to cure such Required Repair Items as set forth above, then such failure shall be deemed a default under this Sublease, entitling Sublandlord to exercise any of its rights and remedies herein, including, without limitation, the self help rights set forth in Section 6(b) above.\n(b) Upon the expiration or earlier termination of this Sublease, Subtenant shall (i) return the Subleased Premises to Sublandlord in the condition required by the Lease, normal wear and tear and damage by casualty or condemnation excepted, and (ii) in accordance with the terms of the Lease, remove all personal property and equipment (other than fixtures but including trade fixtures) from the Subleased Premises required to be removed from the Subleased Premises in accordance with the Lease. Upon such expiration, Sublandlord and Subtenant shall schedule a walk-through of the Subleased Premises to determine whether Subtenant has complied with its obligation to surrender as set forth above. Sublandlord shall notify Subtenant of any perceived noncompliance at the time of the walk-through, or Sublandlord shall be estopped from attempting to charge Subtenant for the same at a later date. Sublandlord may forthwith re-enter the Subleased Premises following notice to Subtenant and repossess itself thereof and remove all persons and effects therefrom, using such force as may be reasonably necessary without being guilty of forcible entry, detainer, trespass or other tort. Subtenant\u2019s obligation to observe or perform these covenants shall survive the expiration or other termination of the Sublease Term."]], "updated": "2025-07-07T12:36:17+00:00", "also_ask": ["What restrictions or conditions should be included to control tenant assignment or subletting?", "How can the landlord strategically leverage consent rights in transfer scenarios?", "What are the most common pitfalls that render transfer clauses unenforceable in court?", "How does this clause compare to market standards or statutory requirements in similar jurisdictions?", "What protections should be drafted to address potential liability after a tenant\u2019s transfer?"], "drafting_tip": "Specify permitted transfer types to prevent unauthorized assignments, require landlord consent to maintain control over tenancy, and outline notice procedures to ensure clear communication.", "explanation": "The Tenant\u2019s Transfer clause defines the conditions under which a tenant may assign, sublet, or otherwise transfer their interest in a leased property to another party. Typically, this clause outlines whether the landlord\u2019s consent is required, any procedures the tenant must follow, and potential restrictions or qualifications for the new occupant. By establishing clear rules for transfers, the clause protects the landlord\u2019s interests in maintaining control over who occupies the property while also providing tenants with flexibility in managing their lease obligations."}, "json": true, "cursor": ""}}