TRANSFER BY LANDLORD. 26.1 The Landlord shall have the right at any time and from time to time to sell, transfer, lease or otherwise dispose of the Carnegie Center Complex, the Property, the Common Facilities or the Building or any of the Landlord’s interests therein, or to assign this Agreement or any of the Landlord’s rights thereunder. 26.2 Upon giving notice of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement, the Landlord shall thereby be relieved of any obligation that might otherwise exist under this Agreement with respect to periods subsequent to the effective date of any such transaction If, in connection with any transaction contemplated by subsection 26.1 of this Agreement the Landlord transfers any Security Deposit of the Tenant and gives notice of that fact to the Tenant, the Landlord shall thereby be relieved of any further obligation to the Tenant with regard to any such Security Deposit provided that the successor landlord assumes obligation for the Security Deposit in writing; and the Tenant shall look solely to the transferee with respect to any such Security Deposit. 26.3 In the event of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement the Tenant, upon written request therefor from the transferee, shall attorn to and become the tenant of such transferee upon the terms and conditions set forth in this Agreement. 26.4 Notwithstanding anything to the contrary that may be set forth in subsections 26.1, 26.2 and 26.3 of this Agreement, in the event any mortgage contemplated by section 25 of this Agreement is enforced by the respective mortgagee pursuant to remedies provided in the mortgage or otherwise provided by law or equity and any person succeeds to the interest of the Landlord as a result of, or in connection with, any such enforcement, the Tenant shall, upon the request of such successor in interest, automatically attorn to and become the Tenant of such successor in interest without any change in the terms or provisions of this Agreement, except that such successor in interest shall not be bound by: (a) any payment of Basic Rent or Additional Rent (exclusive of prepayments in the nature of a Security Deposit) for more than one month in advance or (b) any amendment or other modification of this Agreement which was made without the consent of such mortgagee or such successor in interest; and, upon the request of such successor in interest, the Tenant shall execute, acknowledge and deliver any instrument(s) confirming such attornment. 26.5 If this Agreement and the estate, interest and rights hereby created for the benefit of the Tenant are ever subject and subordinate to any ground lease contemplated by section 25 of this Agreement: 26.5.1 upon the expiration or earlier termination of the term of any such ground lease before the termination of the Term under this Agreement, the Tenant shall attorn to, and become the Tenant of, the lessor under any such ground lease and recognize such lessor as the Landlord under this Agreement for the balance of the Term; and 26.5.2 such expiration or earlier termination of the term of any such ground lease shall have no effect on the Term under this Agreement.
Appears in 2 contracts
Samples: Lease Agreement (LianBio), Lease Agreement (LianBio)
TRANSFER BY LANDLORD. 26.1 26.1. The Landlord shall have the right at any time and from time to time to sell, transfer, lease or otherwise dispose of the Carnegie Center Complex, the Property, the Common Facilities or the Building or any of the Landlord’s 's interests therein, or to assign this Agreement or any of the Landlord’s 's rights thereunder.
26.2 26.2. Upon giving notice of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement, the Landlord shall thereby be relieved of any obligation that might otherwise exist under this Agreement with respect to periods subsequent to the effective date of any such transaction transaction. If, in connection with any transaction contemplated by subsection 26.1 of this Agreement the Landlord transfers transfers, or makes allowance for, any Security Deposit of the Tenant and gives notice of that fact to the Tenant, the Landlord shall thereby be relieved of any further obligation to the Tenant with regard to any such Security Deposit provided that the successor landlord assumes obligation for the Security Deposit in writingDeposit; and the Tenant shall look solely to the transferee with respect to any such Security Deposit.
26.3 26.3. In the event of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement the Tenant, upon written request therefor from the transferee, shall attorn to and become the tenant of such transferee upon the terms and conditions set forth in this Agreement.
26.4 26.4. Notwithstanding anything to the contrary that may be set forth in subsections 26.1, 26.2 and 26.3 of this Agreement, in the event any mortgage contemplated by section 25 of this Agreement is enforced by the respective mortgagee pursuant to remedies provided in the mortgage or otherwise provided by law or equity and any person succeeds to the interest of the Landlord as a result of, or in connection with, any such enforcement, the Tenant shall, upon the request of such successor in interest, automatically attorn to and become the Tenant of such successor in interest without any change in the terms or provisions of this Agreement, except that such successor in interest shall not be bound by: (a) any payment of Basic Rent or Additional Rent (exclusive of prepayments in the nature of a Security Deposit) for more than one month in advance or (b) any amendment or other modification of this Agreement which was made without the consent of such mortgagee or such successor in interest; and, upon the request of such successor in interest, the Tenant shall execute, acknowledge and deliver any instrument(s) confirming such attornment.
26.5 26.5. If this Agreement and the estate, interest and rights hereby created for the benefit of the Tenant are ever subject and subordinate to any ground lease contemplated by section 25 of this Agreement:
26.5.1 26.5.1. upon the expiration or earlier termination of the term of any such ground lease before the termination of the Term under this Agreement, the Tenant shall attorn to, and become the Tenant of, the lessor under any such ground lease and recognize such lessor as the Landlord under this Agreement for the balance of the Term; and
26.5.2 26.5.2. such expiration or earlier termination of the term of any such ground lease shall have no effect on the Term under this Agreement.
Appears in 2 contracts
Samples: Lease Agreement (Tollgrade Communications Inc \Pa\), Lease Agreement (SmartPros Ltd.)
TRANSFER BY LANDLORD. 26.1 (a) The Landlord shall have the right at any time and from time to time to sell, transfer, lease or otherwise dispose of the Carnegie Center Complex, the Property, the Common Facilities or the Building or any of the Landlord’s interests therein, or be permitted to assign this Agreement or any Lease only to a Person who, prior to its acquisition thereof, has satisfied all Gaming Authority Requirements applicable to a landlord under this Lease in connection with such acquisition and its acting as landlord, and only in connection with: (i) the sale of the Landlord’s rights thereunderfee simple freehold interest in and to the whole of the lands containing the Demised Premises provided that in such instance, the Landlord requires as a condition of the sale of the Demised Premises, that the proposed transferee be required prior to closing, to execute and deliver an assumption agreement with the Landlord and Tenant with respect to obligations of Landlord arising from and after the effective date of such assignment; or (ii) in connection with the assignment, mortgage or pledge of the Lease and Land and Buildings in favour of a Freehold Mortgagee.
26.2 Upon giving notice (b) Notwithstanding the foregoing for so long as no Event of the occurrence of any transaction contemplated by subsection 26.1 of this AgreementDefault has occurred that is continuing, the Landlord shall thereby not be relieved permitted to sell the lands, in whole or in part, upon which the Demised Premises are located (or to assign its interest in this Lease) to any Person that, at such time, is a Major Supplier, Major Customer or Competitor of any obligation the Tenant as defined in Schedule “D” attached hereto, without the prior written consent of the Tenant (provided, however, that might otherwise exist under in no event, including when an Event of Default is continuing, shall the Landlord be permitted to sell the Lands, in whole or in part, upon which the Demised Premises are located (or to assign its interest in this Agreement Lease) to Great Canadian Gaming Corporation).
(c) If the Landlord assigns its interest in this Lease as provided above:
(i) to the extent that the purchaser or assignee agrees with the Landlord and the Tenant to assume the covenants and obligations of the Landlord hereunder with respect to periods subsequent to obligations of Landlord arising from and after the effective date of any such transaction Ifassignment, in connection with any transaction contemplated by subsection 26.1 of this Agreement and the Landlord transfers any Security Deposit of has provided Notice thereof to the Tenant and gives notice together with a copy of that fact to such assumption agreement executed by the TenantTransferee, the Landlord shall thereby be relieved released from its future liability pursuant to the terms of this Lease for any further obligation obligations that arise from and after the effective date of such sale or disposition; and
(ii) the assignee shall deliver to the Tenant with regard an assumption of Landlord’s interest in the Landlord BCLC Agreement, consented to any such Security Deposit provided that the successor landlord assumes obligation for the Security Deposit in writing; and the by BCLC.
(d) Tenant shall look solely to the transferee (and shall cause Covenantor to) cooperate with respect to any such Security Deposit.
26.3 In the event of the occurrence of Landlord in any transaction contemplated by subsection 26.1 of this Agreement the Tenant, upon written request therefor from the transferee, shall attorn to and become the tenant of such transferee upon the terms and conditions set forth addressed in this Agreement.
26.4 Notwithstanding anything to the contrary that may be set forth in subsections 26.1Section 8.8, 26.2 including without limitation, executing an assignment and 26.3 of this Agreement, in the event any mortgage contemplated by section 25 of this Agreement is enforced by the respective mortgagee pursuant to remedies provided in the mortgage or otherwise provided by law or equity and any person succeeds to the interest assumption of the Landlord BCLC Agreement with Landlord’s purchaser or assignee, as a result of, or in connection with, any such enforcement, the Tenant shall, upon the request of such successor in interest, automatically attorn to and become the Tenant of such successor in interest without any change in the terms or provisions of this Agreement, except that such successor in interest shall not be bound by: (a) any payment of Basic Rent or Additional Rent (exclusive of prepayments in the nature of a Security Deposit) for more than one month in advance or (b) any amendment or other modification of this Agreement which was made without the consent of such mortgagee or such successor in interest; and, upon the request of such successor in interest, the Tenant shall execute, acknowledge and deliver any instrument(s) confirming such attornmentapplicable.
26.5 If this Agreement and the estate, interest and rights hereby created for the benefit of the Tenant are ever subject and subordinate to any ground lease contemplated by section 25 of this Agreement:
26.5.1 upon the expiration or earlier termination of the term of any such ground lease before the termination of the Term under this Agreement, the Tenant shall attorn to, and become the Tenant of, the lessor under any such ground lease and recognize such lessor as the Landlord under this Agreement for the balance of the Term; and
26.5.2 such expiration or earlier termination of the term of any such ground lease shall have no effect on the Term under this Agreement.
Appears in 2 contracts
Samples: Agreement of Purchase and Sale (GTWY Holdings LTD), Agreement of Purchase and Sale (Gateway Casinos & Entertainment LTD)
TRANSFER BY LANDLORD. 26.1 26.1. The Landlord shall have the right at any time and from time to time to sell, transfer, lease or otherwise dispose of the Carnegie Center Complex, the Property, the Common Facilities or the Building or any of the Landlord’s interests 's interest therein, or to assign this Agreement or any of the Landlord’s 's rights thereunder.
26.2 26.2. Upon giving notice of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement, the Landlord shall thereby be relieved of any obligation that might otherwise exist under this Agreement with respect to periods subsequent to the effective date of any such transaction transaction. If, in connection with any transaction contemplated by subsection 26.1 of this Agreement the Landlord transfers transfers, or makes allowance for, any Security Deposit of the Tenant and gives notice of that fact to the Tenant, the Landlord shall thereby be relieved of any further obligation to the Tenant with regard to any such Security Deposit provided that the successor landlord assumes obligation for the Security Deposit in writingDeposit; and the Tenant shall look solely to the transferee with respect to any such Security Deposit.
26.3 26.3. In the event of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement the Tenant, upon written request therefor from the transferee, shall attorn to and become the tenant of such transferee upon the terms and conditions set forth in this Agreement.
26.4 26.4. Notwithstanding anything to the contrary that may be set forth in subsections 26.1, 26.2 and 26.3 of this Agreement, in the event any mortgage contemplated by section 25 of this Agreement is enforced by the respective mortgagee pursuant to remedies provided in the mortgage or otherwise provided by law or equity and 46 52 any person succeeds to the interest of the Landlord as a result of, or in connection with, any such enforcement, the Tenant shall, upon the request of such successor in interest, automatically attorn to and become the Tenant of such successor in interest without any change in the terms or provisions of this Agreement, except that such successor in interest shall not be bound by: (a) any payment of Basic Rent or Additional Rent (exclusive of prepayments in the nature of a Security Deposit) for more than one month in advance or (b) any amendment or other modification of this Agreement which was made without the consent of such mortgagee or such successor in interest; and, upon the request of such successor in interest, the Tenant shall execute, acknowledge and deliver any instrument(s) confirming such attornment.
26.5 26.5. If this Agreement and the estate, interest and rights hereby created for the benefit of the Tenant are ever subject and subordinate to any ground lease contemplated by section 25 of this Agreement:
26.5.1 26.5.1. upon the expiration or earlier termination of the term of any such ground lease before the termination of the Term under this Agreement, the Tenant shall attorn to, and become the Tenant of, the lessor under any such ground lease and recognize such lessor as the Landlord under this Agreement for the balance of the Term; and
26.5.2 26.5.2. such expiration or earlier termination of the term of any such ground lease shall have no effect on the Term under this Agreement.
Appears in 1 contract
TRANSFER BY LANDLORD. 26.1 26.1. The Landlord shall have the right at any time and from time to time to sell, transfer, lease or otherwise dispose of the Carnegie Center Complex, the Property, the Common Facilities or the Building or any of the Landlord’s interests therein, or to assign this Agreement or any of the Landlord’s rights thereunder.
26.2 26.2. Upon giving notice of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement, the Landlord shall thereby be relieved of any obligation that might otherwise exist under this Agreement with respect to periods subsequent to the effective date of any such transaction transaction. If, in connection with any transaction contemplated by subsection 26.1 of this Agreement the Landlord transfers transfers, or makes allowance for, any Security Deposit of the Tenant and gives notice of that fact to the Tenant, the Landlord shall thereby be relieved of any further obligation to the Tenant with regard to any such Security Deposit provided that which is assumed in writing by the successor landlord assumes obligation for the Security Deposit in writingtransferee; and the Tenant shall look solely to the transferee with respect to any such Security Deposit.
26.3 26.3. In the event of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement the Tenant, upon written request therefor therefore from the transferee, shall attorn to and become the tenant of such transferee upon the terms and conditions set forth in this Agreement.
26.4 26.4. Notwithstanding anything to the contrary that may be set forth in subsections 26.1, 26.2 and 26.3 of this Agreement, in the event any mortgage contemplated by section 25 of this Agreement is enforced by the respective mortgagee pursuant to remedies provided in the mortgage or otherwise provided by law or equity and any person succeeds to the interest of the Landlord as a result of, or in connection with, any such enforcement, the Tenant shall, upon the request of such successor in interest, automatically attorn to and become the Tenant of such successor in interest without any change in the terms or provisions of this Agreement, except that such successor in interest shall not be bound by: (a) any payment of Basic Rent or Additional Rent (exclusive of prepayments in the nature of a Security Deposit) for more than one month in advance or (b) any amendment or other modification of this Agreement which was made without the consent of such mortgagee or such successor in interest; and, upon the request of such successor in interest, the Tenant shall execute, acknowledge and deliver any instrument(s) confirming such attornment.
26.5 26.5. If this Agreement and the estate, interest and rights hereby created for the benefit of the Tenant are ever subject and subordinate to any ground lease contemplated by section 25 of this Agreement:
26.5.1 26.5.1. upon the expiration or earlier termination of the term of any such ground lease before the termination of the Term under this Agreement, the Tenant shall attorn to, and become the Tenant of, the lessor under any such ground lease and recognize such lessor as the Landlord under this Agreement for the balance of the Term; and
26.5.2 26.5.2. such expiration or earlier termination of the term of any such ground lease shall have no effect on the Term under this Agreement.
Appears in 1 contract
TRANSFER BY LANDLORD. 26.1 The (a) Landlord shall have be free to transfer its fee interest in the right at Premises or any time part thereof or interest therein to a Qualified Transferee, subject, however, to the terms of this Paragraph 23. Landlord shall be released from the responsibility for the performance of any liabilities and from time obligations which shall arise under the terms, covenants and conditions of this Lease subsequent to time to sell, the date of any such permitted transfer, lease . In no event shall a transfer or otherwise dispose sale of the Carnegie Center Complex, the Property, the Common Facilities or the Building or Landlord's interest under any of the Landlord’s interests therein, or to assign provisions of this Agreement or any Paragraph 23 be binding upon Tenant until Tenant has received a copy of the original instrument assigning Landlord’s rights thereunder.
26.2 Upon giving notice 's interest in this Lease. Such instrument shall evidence the fact that such assignee or transferee has assumed full and complete liability for all future obligations and responsibilities of Landlord (subject to the occurrence of any transaction contemplated by subsection 26.1 limitations set forth in Paragraph 38 of this AgreementLease), the Landlord shall thereby be relieved which will arise under, out of any obligation that might otherwise exist under and/or in connection with this Agreement with respect to periods subsequent to Lease from and after the effective date of any such transaction If, in connection with any transaction contemplated by subsection 26.1 of this Agreement assignment or transfer. In the event that Landlord transfers any Security Deposit of the its interest in this Lease pursuant to this Paragraph 23, Tenant and gives notice of that fact agrees to the Tenant, the Landlord shall thereby be relieved of any further obligation attorn to the Tenant with regard to any such Security Deposit provided that the successor landlord assumes obligation for the Security Deposit in writing; and the Tenant shall look solely to the assignee or transferee with respect to any Tenant's obligations under this Lease so long as such Security Deposit.
26.3 In the event of the occurrence of any transaction contemplated by subsection 26.1 of assignee or transferee recognizes Tenant's rights under this Agreement the Tenant, upon written request therefor from the transferee, shall attorn to and become the tenant of such transferee upon the terms and conditions set forth in this Agreement.
26.4 Notwithstanding anything to the contrary that may be set forth in subsections 26.1, 26.2 and 26.3 of this Agreement, in the event any mortgage contemplated by section 25 of this Agreement is enforced by the respective mortgagee pursuant to remedies provided in the mortgage or otherwise provided by law or equity and any person succeeds to the interest of the Landlord as a result of, or in connection with, any such enforcement, the Lease. Tenant shall, upon Landlord's or such transferee's written request, enter into an attornment agreement providing for such attornment. For purposes of this Lease, "Qualified Transferee" shall mean a Person who shall represent in writing to Tenant that such Person and its Affiliates, if any (such Person and its Affiliates, if any, being referred to as the request "Affiliated Group"), did not have combined gross revenues during such Affiliated Group's most recently completed fiscal year, adjusted to reflect the annual revenue run rate from any acquisition, merger or disposition completed or pending since the most recent fiscal year end, from all Competing Businesses in excess of the lesser of Fifty Million Dollars ($50,000,000) or ten percent (10%) of such successor Affiliated Group's combined gross revenues from all sources. For purposes of the foregoing, a "Competing Business" is (i) a business which provides products and/or services to the pre-Kindergarten through Grade 12 educational market, or (ii) the wholesale and retail stationery and office supplies business (SIC Code 5112). Tenant shall respond in interestwriting to any inquiries from Landlord within fifteen (15) days from receipt of any inquiry as to the propriety of a sale to an identified prospective purchaser which may or may not be a Qualified Transferee pursuant to this Subparagraph 23(a). Any such prospective purchaser identified by Landlord in any such inquiry and not indicated by Tenant, automatically attorn in a written notice to and become Landlord given within such fifteen (15) day period following such inquiry by Landlord, to be a person falling within the Tenant prohibited category or group, shall be considered a Qualified Transferee under this Subparagraph 23(a) until the later of (x) the date one (1) year after (I) the date of receipt by Landlord of Tenant's response to such inquiry, or (II) the date of expiration of such successor in interest without fifteen (15) day period as to any change in such inquiry to which Tenant fails to respond, or (y) if Landlord enters into a contract for transfer within such one (1) year period, the terms date such contract for transfer is closed, terminated or expires. The provisions of this Agreement, except that such successor in interest Subparagraphs 23(a) and 23(b) shall not be bound by: (a) apply to a foreclosure sale with respect to any payment of Basic Rent Mortgage or Additional Rent (exclusive of prepayments in to the nature of a Security Deposit) for more than one month in advance or (b) any amendment or other modification of this Agreement which was made without the consent of such mortgagee or such successor in interest; and, upon the request of such successor in interest, the Tenant shall execute, acknowledge and deliver any instrument(s) confirming such attornment.
26.5 If this Agreement and the estate, interest and rights hereby created for the benefit first sale of the Tenant are ever subject and subordinate to any ground lease contemplated by section 25 of this Agreement:
26.5.1 upon the expiration or earlier termination of the term of any such ground lease before the termination of the Term under this Agreement, the Tenant shall attorn to, and become the Tenant of, the lessor under any such ground lease and recognize such lessor as the Landlord under this Agreement for the balance of the Term; and
26.5.2 such expiration or earlier termination of the term of any such ground lease shall have no effect on the Term under this AgreementPremises thereafter.
Appears in 1 contract
Samples: Lease (School Specialty Inc)
TRANSFER BY LANDLORD. 26.1 The Landlord shall have the right at any time and from time to time to may freely sell, assign, or otherwise transfer all or any portion of its interest under this Lease or in the Demised Premises or the Project, and in the event of any such sale, assignment or other transfer, lease the party originally executing this Lease as Landlord, and any successor or otherwise dispose affiliate of such party, shall, without further agreement between Landlord and Tenant or between Landlord and/or Tenant and the Carnegie Center Complexperson or entity who is the purchaser, the Propertyassignee or other transferee of Landlord, the Common Facilities or the Building or any of the Landlord’s interests therein, or to assign this Agreement or any of the Landlord’s rights thereunder.
26.2 Upon giving notice of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement, the Landlord shall thereby be relieved of any obligation that might otherwise exist under this Agreement from all liability with respect to periods subsequent any obligations occurring or covenants to be performed by Landlord or its agents after the effective date of such transfer and the transferee shall become the “Landlord” hereunder and shall be deemed to have fully assumed and be liable for all obligations of this Lease to be performed by Landlord after the effective date of such transfer and Tenant shall thereafter be bound to such purchaser, assignee or other transferee, as the case may be, with the same effect as though the latter had been the original Landlord hereunder. Without limitation of the foregoing, Landlord may restructure ownership of the Project in any such transaction If, manner it deems necessary or convenient in connection with any transaction contemplated by subsection 26.1 of this Agreement the Landlord transfers any Security Deposit of the Tenant and gives notice of that fact acquisition, Incentive Program, financing or other development process related to the Project or performance of Landlord’s Work contemplated herein, provided Tenant, ’s exclusive right to occupancy of LEASE AGREEMENT 56 the Landlord Demised Premises during the Term shall thereby not be relieved of any further obligation to the Tenant with regard to any such Security Deposit provided that the successor landlord assumes obligation for the Security Deposit in writing; and the Tenant shall look solely to the transferee with respect to any such Security Deposit.
26.3 In the event of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement the Tenant, upon written request therefor materially impacted from the transferee, shall attorn to and become the tenant of such transferee upon the terms and conditions set forth in this Agreement.
26.4 Notwithstanding anything of such occupancy described herein. Tenant shall cooperate with Landlord to the contrary that effectuate said restructuring and agrees to execute such documentation as may be set forth in subsections 26.1, 26.2 and 26.3 of this Agreement, in the event any mortgage contemplated reasonably requested by section 25 of this Agreement is enforced by the respective mortgagee pursuant to remedies provided in the mortgage or otherwise provided by law or equity and any person succeeds to the interest of the Landlord as a result of, or in connection withtherewith so long as no costs, any such enforcement, the Tenant shall, upon the request of such successor in interest, automatically attorn to and become the Tenant of such successor in interest without any change in the terms rights or provisions of this Agreement, except that such successor in interest shall not be bound by: (a) any payment of Basic Rent or Additional Rent (exclusive of prepayments in the nature of a Security Deposit) for more than one month in advance or (b) any amendment or other modification of this Agreement which was made without the consent of such mortgagee or such successor in interest; and, upon the request of such successor in interest, the Tenant shall execute, acknowledge and deliver any instrument(s) confirming such attornmentobligations hereunder are affected.
26.5 If this Agreement and the estate, interest and rights hereby created for the benefit of the Tenant are ever subject and subordinate to any ground lease contemplated by section 25 of this Agreement:
26.5.1 upon the expiration or earlier termination of the term of any such ground lease before the termination of the Term under this Agreement, the Tenant shall attorn to, and become the Tenant of, the lessor under any such ground lease and recognize such lessor as the Landlord under this Agreement for the balance of the Term; and
26.5.2 such expiration or earlier termination of the term of any such ground lease shall have no effect on the Term under this Agreement.
Appears in 1 contract
Samples: Lease Agreement (Laclede Group Inc)
TRANSFER BY LANDLORD. 26.1 26.1. The Landlord shall have the right at any time and from time to time to sell, transfer, lease or otherwise dispose of the Carnegie Center Complex, the Property, the Common Facilities or the Building or any of the Landlord’s 's interests therein, or to assign this Agreement or any of the Landlord’s 's rights thereunder.
26.2 26.2. Upon giving notice of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement, the Landlord shall thereby be relieved of any obligation that might otherwise exist under this Agreement with respect to periods subsequent to the effective date of any such transaction transaction. If, in connection with any transaction contemplated by subsection 26.1 of this Agreement the Landlord transfers transfers, or makes allowance for, any Security Deposit of the Tenant and gives notice of that fact to the Tenant, the Landlord shall thereby be relieved of any further obligation to the Tenant with regard to any such Security Deposit provided that the successor landlord assumes obligation for the Security Deposit in writingDeposit; and the Tenant shall look solely to the transferee with respect to any such Security Deposit.
26.3 26.3. In the event of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement the Tenant, upon written request therefor from the transferee, shall attorn to and become the tenant of such transferee upon the terms and conditions set forth in this Agreement.
26.4 26.4. Notwithstanding anything to the contrary that may be set forth in subsections 26.1, 26.2 and 26.3 of this Agreement, in the event any mortgage contemplated by section 25 of this Agreement Agree ment is enforced by the respective mortgagee pursuant to remedies provided in the mortgage or otherwise provided by law or equity and any person succeeds to the interest of the Landlord as a result of, or in connection with, any such enforcement, the Tenant shall, upon the request of such successor in interest, automatically attorn to and become the Tenant of such successor in interest without any change in the terms or provisions of this Agreement, except that such successor in interest shall not be bound by: be
(a) liable for any payment act or omission of Basic Rent or Additional Rent (exclusive of prepayments in the nature of a Security Deposit) for more than one month in advance or Landlord; or
(b) any amendment or other modification liable for the return of this Agreement which was made without the consent of Security Deposit unless actually received by such mortgagee motgagee or such successor in interest; andor
(c) subject to any counterclaims, upon credits, rights to deduct from rent, offsets or defenses which the Tenant might have against the Landlord; or
(d) bound by any payment of Rent or Additional Rent to the Landlord in advance for more than each current month; or
(e) bound by any agreement, amendment, modification, renewal or extension (other than pursuant to the exercise by the Tenant of an option therefor contained in this Agree ment), termination, surrender, release, waiver, consent, or approval, or the exercise by the Landlord of any option or right (including without limitation the right to relocate the Tenant contained in Section 20 of this Agreement), any of which actions is taken or done with respect to this Agreement without first obtaining the prior written consent thereto by such mortgagee; or
(f) bound by any payment of any consideration or compensation of any kind to the Landlord which may relate in any way to any of the actions referred to in the immedi ately preceding clause (e) or any payment of any damages or other amounts to the Landlord relating in any way to any breach or default by the Tenant under this agreement. Upon the request of such successor in interest, the Tenant shall execute, acknowledge and deliver any instrument(s) confirming such attornmentany and all of the matters referred to in this Subsection 26.4.
26.5 26.5. If this Agreement and the estate, interest and rights hereby created for the benefit of the Tenant are ever subject and subordinate to any ground lease contemplated by section 25 of this Agreement:
26.5.1 26.5.1. upon the expiration or earlier termination of the term of any such ground lease before the termination of the Term under this Agreement, the Tenant shall attorn to, and become the Tenant of, the lessor under any such ground lease and recognize such lessor as the Landlord under this Agreement for the balance of the Term; and
26.5.2 26.5.2. such expiration or earlier termination of the term of any such ground lease shall have no effect on the Term under this Agreement.
Appears in 1 contract
TRANSFER BY LANDLORD. 26.1 The (a) Landlord shall be free to transfer its fee interest in the Premises or any part thereof or interest therein, subject, however, to the terms of this Paragraph 23. Landlord shall be released from the responsibility for the performance of any liabilities and obligations which shall arise under the terms, covenants and conditions of this Lease subsequent to the date of any such permitted transfer. In no event shall a transfer or sale of Landlord's interest under any of the provisions of this Paragraph be binding upon Tenant until Tenant has received a copy of the original instrument assigning Landlord's interest in this Lease. Such instrument shall evidence the fact that such assignee or transferee has assumed full and complete liability for all future obligations and responsibilities of Landlord, which will arise under, out of and/or in connection with this Lease from and after the effective date of such assignment or transfer. In the event that Landlord transfers its interest in this Lease, Tenant agrees to attorn to such assignee or transferee with respect to Tenant's obligations under this Lease so long as such assignee or transferee recognizes Tenant's rights under this Lease. Notwithstanding the foregoing provisions of this subparagraph 23(a) to the contrary, Landlord shall not transfer its fee interest in the Premises, nor shall the ownership interests in Landlord be transferred, to an entity (other than a Mortgagee or other secured lender or its designee, a purchaser at a foreclosure or a purchaser accepting a deed in lieu of foreclosure, or a real estate investment trust or other real estate company of any kind, or a pension plan or fund or other tax exempt entity, or a financial institution or insurance company) unless such entity has represented in writing to Landlord and Tenant that such entity does not have as its primary Standard Industrial Classification Code ("SIC CODE") 2721 (the "PROHIBITED SIC CODE"). By written notice to Landlord, Tenant may substitute (but not add) a different SIC Code category or group for the Prohibited SIC Code, provided that (A) not more than one such substitution shall be made within any five (5)-year period, (B) no such substitution shall preclude a transfer to a real estate investment trust or other real estate company of any kind, or to a pension plan or fund or other tax exempt entity, or to a financial institution or insurance company, (C) any such substituted category or group shall be a business in which Tenant or an Affiliate of Tenant is then engaged or proposing to engage, and (D) the substitution shall be effective for the purposes if this Paragraph 23 on the date Landlord receives written notice thereof from Tenant, provided, however, with respect to any Person which Landlord (or the owners of Landlord) has contacted about a proposed transfer of the Premises (or ownership interests in Landlord), whether orally, in writing, electronically or otherwise, prior to receipt of such notice by Landlord, then such substitution shall not become effective with regard to such Person (or its affiliates) until six (6) months after Landlord receives such written notice, and provided, further, that if during such six(6)-month period Landlord (or the owners of Landlord) enters into a contract for transfer with any such Person (or its affiliates), then such substitution will not be effective as to the transferee named in such contract if a closing under such contract (as it may be amended) occurs. Tenant shall respond in writing to any inquiries from Landlord within fifteen (15) days from receipt of any inquiry as to the propriety of a sale to an identified prospective purchaser pursuant to this subparagraph 23(a). Any such prospective purchaser identified by Landlord in good faith in any such inquiry as not having as its primary SIC Code the Prohibited SIC Code, which assertion is not contested in good faith in a written notice by Tenant to Landlord within such fifteen (15)-day period following such inquiry by Landlord, shall be considered a permitted transferee under this subparagraph 23(a) until the later of: (x) the date which is six (6) months after (I) the date of receipt by Landlord of Tenant's response to such inquiry, or (II) the date of expiration of such fifteen (15)-day period as to any such inquiry to which Tenant fails to timely respond, or (y) if Landlord (or the owners of Landlord) enters into a contract for transfer within such six (6) month period, the date such contract for transfer is closed, terminated or expires (taking into account any extensions of such expiry date).
(b) If, during the Term, Landlord intends to sell the Premises, Landlord shall give Tenant written notice thereof which shall include a proposed purchase price for the Premises (the "SALE NOTICE"). So long as no Event of Default has occurred and is continuing, Tenant shall have the right to purchase Landlord's entire interest in the Premises (but not less than such entire interest) upon the same terms and conditions set forth in the Sale Notice and this subparagraph 23(b), which right shall be exercised, if at any time and from time to time to sellall, transfer, lease or otherwise dispose only by giving Landlord written notice thereof (the "TENANT'S PURCHASE NOTICE") within fifteen (15) business days after Tenant's receipt of the Carnegie Center Complex, the Property, the Common Facilities or the Building or any of the Landlord’s interests therein, or to assign this Agreement or any of the Landlord’s rights thereunder.
26.2 Sale Notice. Upon giving notice of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement, the Landlord shall thereby be relieved of any obligation that might otherwise exist under this Agreement with respect to periods subsequent to the effective date of any such transaction If, in connection with any transaction contemplated by subsection 26.1 of this Agreement the Landlord transfers any Security Deposit of the Tenant and gives notice of that fact to the Tenant's Purchase Notice to Landlord, the Landlord shall thereby be relieved of any further obligation to the Tenant with regard to any such Security Deposit provided that the successor landlord assumes obligation for the Security Deposit in writing; and the Tenant shall look solely be obligated to purchase Landlord's interest in the transferee with respect to any such Security Deposit.
26.3 In Premises at the event of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement the Tenant, upon written request therefor from the transferee, shall attorn to price and become the tenant of such transferee upon on the terms and conditions set forth in the Sale Notice and this Agreement.
26.4 Notwithstanding anything subparagraph 23(b), such purchase to be consummated as soon as is reasonable but in any event within ninety (90) days after the contrary Tenant's Purchase Notice is received by Landlord. The provisions of EXHIBIT 15-2 shall be applicable to such a purchase as if the purchase was occurring pursuant to Paragraph 15, except that may (i) the purchase price shall be as set forth in subsections 26.1the Sale Notice and (ii) the expenses of sale shall be shared equally, 26.2 and 26.3 of this Agreement, in the event any mortgage contemplated by section 25 of this Agreement is enforced by the respective mortgagee pursuant other than attorney's fees as to remedies provided in the mortgage or otherwise provided by law or equity and any person succeeds to the interest of the Landlord as a result of, or in connection with, any such enforcement, the Tenant shall, upon the request of such successor in interest, automatically attorn to and become the Tenant of such successor in interest without any change in the terms or which each party shall pay its own counsel. The foregoing provisions of this Agreementsubparagraph 23(b) shall not apply to the sale by Landlord to any Affiliate of Landlord or any Affiliate of any partner, except that shareholder, member or beneficiary of Landlord, but any such successor in interest Affiliate shall remain subject to the provisions of this subparagraph 23(b). If Tenant fails to give Landlord Tenant's Purchase Notice within said fifteen (15) business day period or if Tenant otherwise fails to comply with the provisions of this subparagraph 23(b), time being of the essence herein, Landlord shall not be bound by: (a) any payment of Basic Rent or Additional Rent (exclusive of prepayments obligated to sell in its interest in the nature Premises to Tenant and Landlord, so long as it shall have strictly complied with the provisions hereof, shall be free to transfer its interest in the Premises to any Person permitted under subparagraph 23(a) so long as the purchase price of a Security DepositLandlord's interest in the Premises is not less than ninety-two percent (92%) for more than one month of the purchase price set forth in advance or (b) any amendment or other modification of this Agreement which was made without the consent of such mortgagee or such successor in interest; andSale Notice, upon the request of such successor in interest, the Tenant shall execute, acknowledge and deliver any instrument(s) confirming such attornment.
26.5 If this Agreement and the estate, interest and rights hereby created for the benefit of the Tenant are ever subject and subordinate to sale does not include Landlord financing or any ground lease contemplated substantial capital markets accommodation by section 25 of this Agreement:
26.5.1 upon the expiration or earlier termination of the term of any such ground lease before the termination of the Term under this Agreement, the Tenant shall attorn to, and become the Tenant of, the lessor under any such ground lease and recognize such lessor as the Landlord under this Agreement for the balance of the Term; and
26.5.2 such expiration or earlier termination of the term of any such ground lease shall have no effect on the Term under this AgreementLandlord.
Appears in 1 contract
Samples: Lease Agreement (Perry-Judds Inc)
TRANSFER BY LANDLORD. 26.1 The Landlord (and any successor or affiliate of Landlord) may freely sell, assign or transfer all its interest in this Lease, the Building and the Land and, in the event of any such sale, or transfer to a party that expressly and unconditionally assumes in writing, delivered to Tenant and executed for the benefit of Tenant, all obligations of Landlord under this Lease accruing from and after the date of the sale, assignment or transfer, Landlord shall be relieved of any and all obligations under this Lease to the extent accruing from and after the date of the sale, assignment or transfer. As to any claim Tenant may have against Landlord arising from any matter accruing prior to the transfer of its interest in the Building and the Land, subject to the terms of Section 15 above and subject to the rights of any First Mortgagee as set forth in Section 22 hereof, Tenant shall have the right at any time and to attach the proceeds to which Landlord is entitled from time to time to sell, transfer, lease or otherwise dispose the transfer of the Carnegie Center Complexsame, the Property, the Common Facilities or Landlord’s interest in all other proceeds of the Building or any of and the Landlord’s interests thereinLand, or and subject to assign this Agreement or any of the Landlord’s rights thereunder.
26.2 Upon giving notice of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement, the Landlord shall thereby be relieved of any obligation that might otherwise exist under this Agreement with respect to periods subsequent to the effective date of any such transaction If, in connection with any transaction contemplated by subsection 26.1 of this Agreement the Landlord transfers any Security Deposit of the Tenant and gives notice of that fact to the Tenant, the Landlord shall thereby be relieved of any further obligation to the Tenant with regard to any such Security Deposit provided that the successor landlord assumes obligation for the Security Deposit in writing; and the Tenant shall look solely to the transferee with respect to any such Security Deposit.
26.3 In the event of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement the Tenant, upon written request therefor from the transferee, shall attorn to and become the tenant of such transferee upon the terms and conditions First Mortgagee as set forth in this Agreement.
26.4 Notwithstanding anything Section 22 hereof, and all proceeds payable to Landlord under insurance policies. Provided the contrary that may be set forth in subsections 26.1, 26.2 above-referenced assumption agreement between Landlord and 26.3 of this Agreement, in the event any mortgage contemplated by section 25 of this Agreement assignee is enforced by delivered to Tenant within two (2) business days after the respective mortgagee pursuant to remedies provided in the mortgage or otherwise provided by law or equity and any person succeeds to the interest date of the Landlord as a result ofsubject sale, assignment or in connection withtransfer, any such enforcement, then from and after the Tenant shall, upon the request date of such successor in interestsale, automatically attorn to and become the assignment or transfer, Tenant of such successor in interest without any change in the terms or provisions of this Agreement, except that such successor in interest shall not be bound by: (a) any payment of Basic Rent or Additional Rent (exclusive of prepayments in the nature of a Security Deposit) for more than one month in advance or (b) any amendment to such purchaser, assignee or other modification of this Agreement which was made without the consent of such mortgagee or such successor in interest; andtransferee, upon the request of such successor in interest, the Tenant shall execute, acknowledge and deliver any instrument(s) confirming such attornment.
26.5 If this Agreement and the estate, interest and rights hereby created for the benefit of the Tenant are ever subject and subordinate to any ground lease contemplated by section 25 of this Agreement:
26.5.1 upon the expiration or earlier termination of the term of any such ground lease before the termination of the Term under this Agreement, the Tenant shall attorn to, and become the Tenant of, the lessor under any such ground lease and recognize such lessor as the case may be, as though the latter had been the original Landlord under this Agreement for the balance of the Term; and
26.5.2 such expiration or earlier termination of the term of any such ground lease shall have no effect on the Term under this Agreementhereunder.
Appears in 1 contract
TRANSFER BY LANDLORD.
26.1 The Landlord shall have the right at any time and from time to time to sell, transfer, lease or otherwise dispose of the Carnegie Center Complex, the Property, the Common Facilities Facilities or the Building or any of the Landlord’s interests 's interests therein, or to assign this Agreement or any of the Landlord’s Landlord's rights thereunder.
26.2 Upon giving notice of the occurrence of any transaction transaction contemplated by subsection 26.1 of this AgreementAgreement, the Landlord shall thereby be relieved of any obligation that might otherwise exist under this Agreement with respect to periods subsequent to the effective date of any such transaction transaction. If, in connection with any transaction transaction contemplated by subsection 26.1 of this Agreement the Landlord transfers transfers, or makes allowance for, any Security Deposit of the Tenant and gives notice of that fact to the Tenant, the Landlord shall thereby be relieved of any further obligation to the Tenant with regard to any such Security Deposit provided that the successor landlord assumes obligation for the Security Deposit in writingDeposit; and the Tenant shall look solely to the transferee with respect to any such Security Deposit..
26.3 In the event of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement the Tenant, upon written request therefor from the transferee, shall attorn to and become the tenant of such transferee upon the terms and conditions set forth in this Agreement..
26.4 Notwithstanding anything to the contrary that may be set forth in subsections 26.1, 26.2 and 26.3 of this Agreement, in the event any mortgage contemplated by section 25 of this Agreement is enforced by the respective mortgagee pursuant to remedies provided in the mortgage or otherwise provided by law or equity and any person succeeds to the interest of the Landlord as a result of, or in connection with, any such enforcementenforcement, the Tenant shall, upon the request of such successor in interest, automatically attorn to and become the Tenant of such successor in interest without any change in the terms or provisions provisions of this Agreement, except that such successor in interest shall not be bound by: (a) by any payment of Basic Rent or Additional Additional Rent (exclusive of prepayments prepayments in the nature of a Security Deposit) for more than one month in advance or (b) any amendment or other modification of this Agreement which was made without the consent of such mortgagee or such successor in interestadvance; and, upon the request of such successor in interest, the Tenant shall execute, acknowledge and deliver any instrument(sreasonable instrument(s) confirming such attornment..
26.5 If this Agreement and the estate, interest and rights hereby created for the benefit of the Tenant are ever subject and subordinate to any ground lease contemplated by section 25 of this Agreement::
26.5.1 upon the expiration or earlier termination termination of the term of any such ground lease before the termination of the Term under this Agreement, the Tenant shall attorn to, and become the Tenant of, the lessor under any such ground lease and recognize such lessor as the Landlord under this Agreement for the balance of the Term; andand
26.5.2 such expiration or earlier termination of the term of any such ground lease shall have no effect on the Term under this Agreement..
26.6 Notwithstanding anything to the contrary that may be set forth in section 25 of this Agreement, with respect to any mortgages or ground leases contemplated by section 25 of this Agreement, the Landlord shall use its reasonable commercial efforts to obtain from each such mortgagee and ground lessor a commercially reasonable form of non-disturbance, attornment and subordination agreement including a provision to the effect that, in the event of enforcement of any remedies provided in the respective mortgage or ground lease or otherwise, so long as an Event of Default shall not have occurred, the Tenant shall not be disturbed in its possession of the Leased Premises in accordance with this Agreement, and which does not include any provision increasing the Tenant's obligations otherwise due, or diminishing the Tenant's rights otherwise available, in either case in accordance with this Agreement. Any processing or other fee that the mortgagee or ground lessor may charge and any reasonable legal expense that the Landlord may incur in connection with performing its obligations under this subsection shall be paid by the Tenant.
Appears in 1 contract
TRANSFER BY LANDLORD. 26.1 The Landlord shall have the right at any time and from time to time to may sell, assign, convey or otherwise transfer, lease or otherwise dispose of subject to this Lease, Landlord’s estate, right, title and interest hereunder and in the Carnegie Center Complex, the Property, the Common Facilities or the Land and Building or any of the Landlord’s interests therein, or to assign this Agreement or any of the Landlord’s rights thereunder.
26.2 Upon giving notice of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement, the Landlord shall thereby be relieved of any obligation that might otherwise exist under this Agreement with respect to periods subsequent to the effective date of any such transaction If, in connection with any transaction contemplated by subsection 26.1 of this Agreement the Landlord transfers any Security Deposit of the Tenant and gives notice of that fact to the Tenant, the Landlord shall thereby be relieved of any further obligation to the Tenant with regard to any such Security Deposit provided that the successor landlord assumes obligation for the Security Deposit in writing; and the Tenant shall look solely to the transferee with respect to any such Security Deposit.
26.3 In the event of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement the Tenant, upon written request therefor from the transferee, shall attorn to and become the tenant of such transferee upon the terms and conditions set forth in this Agreement.
26.4 Notwithstanding anything to the contrary that may be set forth in subsections 26.1, 26.2 and 26.3 of this Agreement, in the event any mortgage contemplated by section 25 of this Agreement is enforced by the respective mortgagee pursuant to remedies provided in the mortgage or otherwise provided by law or equity and any person succeeds to the interest of the Landlord as a result of, or in connection with, any such enforcement, the Tenant shall, upon the request of such successor in interest, automatically attorn to and become the Tenant of such successor in interest without any change in the terms or provisions of this Agreement, except that such successor in interest shall not be bound by: (a) any payment of Basic Rent or Additional Rent (exclusive of prepayments in the nature of a Security Deposit) for more than one month in advance or (b) any amendment or other modification of this Agreement which was made portion thereof without the consent of Tenant; provided, however, with the exception of instruments providing security for the financing of the Building for which Tenant has received a non-disturbance agreement as described in Article 25, Landlord shall not sell, assign, convey or otherwise transfer Landlord’s right, title and interest hereunder or in the Land or Building, or any direct or indirect interest in the entity owning or holding said right, title or interest at any time prior to the Commencement Date, the completion of all of Landlord’s obligations with respect to the performance of the Base Building Work and the Tenant Work and the disbursement or application pursuant to Section 3.6 of Exhibit D of the entire amount payable by Landlord pursuant to said Section 3.6. If, in compliance with the foregoing provisions of this Section 23.1, Landlord conveys the fee simple title to the Land and the Building and all of its right, title and interest therein, including this Lease and all other leases and agreement affecting the Land and the Building, and if the transferee in a writing for Tenant’s benefit expressly and unqualifiedly (x) assumes this Lease, (y) agrees to pay and perform all obligations of Landlord which arise on and after the date of such mortgagee or conveyance, and (z) agrees to pay and perform all obligations of Landlord which arise prior to the date of such successor conveyance as shall be in interest; default at the time of conveyance and, upon if an estoppel certificate is required of Tenant in connection with such conveyance, shall have been described in such certificate, then such conveying Landlord shall be released of liability for any obligations which first arise on or after the request date of such successor conveyance. Nothing in interestthis Article 23 shall be deemed to limit Tenant’s exercise of any of its abatement, the Tenant shall executeoffset, acknowledge and deliver self-help or similar rights or remedies provided in this Lease, irrespective of whether any instrument(s) confirming such attornment.
26.5 If this Agreement and the estate, interest and rights hereby created for the benefit of the Tenant are ever subject and subordinate circumstances giving rise to any ground lease contemplated by section 25 of this Agreement:
26.5.1 upon the expiration or earlier termination of the term exercise of any such ground lease rights or remedies arises or occurs before the termination or after any such conveyance, provided Tenant describes in any estoppel certificate required of Tenant in connection with such a conveyance any such circumstances which exist and of which Tenant has actual knowledge as of the Term under this Agreement, the Tenant shall attorn to, and become the Tenant of, the lessor under any date of such ground lease and recognize such lessor as the Landlord under this Agreement for the balance of the Term; and
26.5.2 such expiration or earlier termination of the term of any such ground lease shall have no effect on the Term under this Agreementcertificate.
Appears in 1 contract
Samples: Lease Agreement (Wells Real Estate Investment Trust Inc)
TRANSFER BY LANDLORD. 26.1 The Landlord shall have the right at any time and from time to time to sell, transfer, lease or otherwise dispose of the Carnegie Center Complex, the Property, the Common Facilities or the Building or any of the Landlord’s interests therein, or to assign this Agreement or any of the Landlord’s rights thereunder.
26.2 Upon giving notice of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement, the Landlord shall thereby be relieved of any obligation that might otherwise exist under this Agreement with respect to periods subsequent to the effective date of any such transaction transaction. If, in connection with any transaction contemplated by subsection 26.1 of this Agreement the Landlord transfers transfers, or makes allowance for, any Security Deposit of the Tenant and gives notice of that fact to the Tenant, the Landlord shall thereby be relieved of any further obligation to the Tenant with regard to any such Security Deposit provided that the successor landlord assumes obligation for the Security Deposit in writingDeposit; and the Tenant shall look solely to the transferee with respect to any such Security Deposit.
26.3 In the event of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement the Tenant, upon written request therefor from the transferee, shall attorn to and become the tenant of such transferee upon the terms and conditions set forth in this Agreement.
26.4 Notwithstanding anything to the contrary that may be set forth in subsections 26.1, 26.2 and 26.3 of this Agreement, in the event any mortgage contemplated by section 25 of this Agreement is enforced by the respective mortgagee pursuant to remedies provided in the mortgage or otherwise provided by law or equity and any person succeeds to the interest of the Landlord as a result of, or in connection with, any such enforcement, the Tenant shall, upon the request of such successor in interest, automatically attorn to and become the Tenant of such successor in interest without any change in the terms or provisions of this Agreement, except that such successor in interest shall not be bound by: (a) any payment of Basic Rent or Additional Rent (exclusive of prepayments in the nature of a Security Deposit) for more than one month in advance or (b) any amendment or other modification of this Agreement which was made without the consent of such mortgagee or such successor in interestmortgagee; and, upon the request of such successor in interest, the Tenant shall execute, acknowledge and deliver any instrument(s) confirming such attornment.
26.5 If this Agreement and the estate, interest and rights hereby created for the benefit of the Tenant are ever subject and subordinate to any ground lease contemplated by section 25 of this Agreement:
26.5.1 upon the expiration or earlier termination of the term of any such ground lease before the termination of the Term under this Agreement, the Tenant shall attorn to, and become the Tenant of, the lessor under any such ground lease and recognize such lessor as the Landlord under this Agreement for the balance of the Term; and
26.5.2 such expiration or earlier termination of the term of any such ground lease shall have no effect on the Term under this Agreement.
26.6 Notwithstanding anything to the contrary that may be set forth in section 25 of this Agreement, with respect to any mortgages or ground leases contemplated by section 25 of this Agreement, subordination, as contemplated by section 25 of this Agreement, shall be conditional upon each such mortgagee and ground lessor tendering to the Tenant its respective standard form of non-disturbance, attornment and subordination agreement which includes a provision to the effect that, in the event of enforcement of any remedies provided in the respective mortgage or ground lease, respectively, or otherwise, so long as no Event of Default shall not have occurred which has not been cured in full by the Tenant, the Tenant shall not be disturbed in its possession of the Leased Premises in accordance with this Agreement and which does not include any provision increasing the Tenant’s obligations otherwise due, or diminishing the Tenant’s rights otherwise available, in either case in accordance with this Agreement. Any processing or other fee that the mortgagee or ground lessor may charge and any reasonable legal expense that the Landlord may incur in connection with performing its obligations under this subsection shall be paid by the Tenant.
Appears in 1 contract
TRANSFER BY LANDLORD. 26.1 The Landlord and its successors in interest shall have the right to transfer their interest in the Building, the Property, or any portion thereof at any time and from time to time to sellany person or entity; provided, transferhowever, lease or otherwise dispose of the Carnegie Center Complex, the Property, the Common Facilities or that if Landlord sells the Building or at any time before the Substantial Completion of the Landlord’s interests thereinWork, or such transferee shall expressly agree in writing to assign this Agreement or any of complete Landlord’s obligations with respect to the Landlord’s rights thereunder.
26.2 Upon giving notice Work or the Landlord originally named herein (or any affiliate thereof with a net worth equal to at least that of Landlord as of the occurrence Effective Date) shall enter 110015197v.8 into a development agreement by and among the transferee and Tenant to complete Landlord’s obligations with respect to the Landlord’s Work. Except as set forth in the immediately preceding sentence, in the event of any transaction contemplated by subsection 26.1 of this Agreementsuch transfer, the Landlord shall thereby be relieved originally named herein (and in the case of any obligation that might otherwise exist under this Agreement with respect to periods subsequent transfer, the transferor), from the date of such transfer, shall be automatically relieved, without any further act by any person or entity, of all liability for (i) the performance of the obligations of the Landlord hereunder which may accrue after the date of such transfer, and (ii) repayment of any unapplied portion of the Security Deposit (upon transferring or crediting the same to the effective transferee), and (iii) the performance of the obligations of the Landlord hereunder which have accrued before the date of transfer if its transferee agrees to assume and perform all such prior obligations of the Landlord hereunder. Tenant shall attorn to any such transferee. After the date of any such transaction If, in connection with any transaction contemplated by subsection 26.1 of this Agreement the Landlord transfers any Security Deposit of the Tenant and gives notice of that fact to the Tenanttransfer, the Landlord term “Landlord” as used herein shall thereby be relieved of any further obligation to the Tenant with regard to any such Security Deposit provided that the successor landlord assumes obligation for the Security Deposit in writing; and the Tenant shall look solely to mean the transferee with respect to any such Security Deposit.
26.3 In the event of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement the Tenant, upon written request therefor from the transferee, shall attorn to and become the tenant of such transferee upon the terms and conditions set forth in this Agreement.
26.4 Notwithstanding anything to the contrary that may be set forth in subsections 26.1, 26.2 and 26.3 of this Agreement, interest in the event any mortgage contemplated by section 25 of this Agreement is enforced by Building or the respective mortgagee pursuant to remedies provided in the mortgage or otherwise provided by law or equity and any person succeeds to the interest of the Landlord as a result of, or in connection with, any such enforcement, the Tenant shall, upon the request of such successor in interest, automatically attorn to and become the Tenant of such successor in interest without any change in the terms or provisions of this Agreement, except that such successor in interest shall not be bound by: (a) any payment of Basic Rent or Additional Rent (exclusive of prepayments in the nature of a Security Deposit) for more than one month in advance or (b) any amendment or other modification of this Agreement which was made without the consent of such mortgagee or such successor in interest; and, upon the request of such successor in interest, the Tenant shall execute, acknowledge and deliver any instrument(s) confirming such attornmentProperty.
26.5 If this Agreement and the estate, interest and rights hereby created for the benefit of the Tenant are ever subject and subordinate to any ground lease contemplated by section 25 of this Agreement:
26.5.1 upon the expiration or earlier termination of the term of any such ground lease before the termination of the Term under this Agreement, the Tenant shall attorn to, and become the Tenant of, the lessor under any such ground lease and recognize such lessor as the Landlord under this Agreement for the balance of the Term; and
26.5.2 such expiration or earlier termination of the term of any such ground lease shall have no effect on the Term under this Agreement.
Appears in 1 contract
Samples: Lease Agreement (Personalis, Inc.)
TRANSFER BY LANDLORD. 26.1 26.1. The Landlord shall have the right at any time and from time to time to sell, transfer, lease or otherwise dispose of the Carnegie Center Complex, the Property, the Common Facilities or the Building or any of the Landlord’s 's interests thereintherein at all times subject to this Lease and Tenant's rights and privileges hereunder, or to assign this Agreement or any of the Landlord’s 's rights thereunder.
26.2 26.2. Upon giving notice of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement, the Landlord shall thereby be relieved of any obligation that might otherwise exist under this Agreement with respect to periods subsequent to the effective date of any such transaction transaction. If, in connection with any transaction contemplated by subsection 26.1 of this Agreement the Landlord transfers transfers, to the assignee any Security Deposit of the Tenant and gives notice of that fact to the Tenant, the Landlord shall thereby be relieved of any further obligation to the Tenant with regard to any such Security Deposit provided that the successor landlord assumes obligation for the Security Deposit in writingDeposit; and the Tenant shall look solely to the transferee with respect to any such Security Deposit.
26.3 26.3. In the event of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement the Tenant, upon written request therefor from the transferee, shall attorn to and become the tenant of such transferee upon the terms and conditions set forth in this Agreement.
26.4 26.4. Notwithstanding anything to the contrary that may be set forth in subsections 26.1, 26.2 and 26.3 of this Agreement, in the event any future mortgage contemplated by section 25 subsection 25.2 of this Agreement is enforced by the respective mortgagee pursuant to remedies provided in the mortgage or otherwise provided by law or equity and any person succeeds to the interest of the Landlord as a result of, or in connection with, any such enforcement, the Tenant shall, upon the request of such successor in interest, automatically attorn to and become the Tenant of such successor in interest without any change in the terms or provisions of this Agreement (provided that Tenant shall receive the non-disturbance protection contemplated by subsection 25.2 of this Agreement), except that such successor in interest shall not be bound by: (a) any payment of Basic Rent or Additional Rent (exclusive of prepayments in the nature of a Security Deposit) for more than one month in advance or (b) any amendment or other modification of this Agreement which was made without the consent of such mortgagee or such successor in interest; and, upon the request of such successor in interest, the Tenant shall execute, acknowledge and deliver any instrument(s) confirming such attornment.
26.5 26.5. If this Agreement and the estate, interest and rights hereby created for the benefit of the Tenant are ever subject and subordinate to any ground lease contemplated by section 25 of this Agreement:
26.5.1 26.5.1. upon the expiration or earlier termination of the term of any such ground lease before the termination of the Term under this Agreement, the Tenant shall attorn to, and become the Tenant of, the lessor under any such ground lease and recognize such lessor as the Landlord under this Agreement for the balance of the Term; provided that the lessor recognizes Tenant as its direct tenant upon all of the same terms and conditions as are provided in this Lease and
26.5.2 26.5.2. such expiration or earlier termination of the term of any such ground lease shall have no effect on the Term under this Agreement.
Appears in 1 contract
Samples: Lease Agreement (Enzon Inc)
TRANSFER BY LANDLORD. 26.1 The Landlord shall have the right at any time and from time to time to sell, transfer, lease or otherwise dispose of the Carnegie Center Complex, the Property, the Common Facilities or the Building or any of the Landlord’s interests therein, or to assign this Agreement or any of the Landlord’s rights thereunder.
26.2 Upon giving notice of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement, the Landlord shall thereby be relieved of any obligation that might otherwise exist under this Agreement with respect to periods subsequent to the effective date of any such transaction transaction. If, in connection with any transaction contemplated by subsection 26.1 of this Agreement the Landlord transfers transfers, or makes allowance for, any Security Deposit of the Tenant and gives notice of that fact to the Tenant, the Landlord shall thereby be relieved of any further obligation to the Tenant with regard to any such Security Deposit provided that the successor landlord assumes obligation for the Security Deposit in writingDeposit; and the Tenant shall look solely to the transferee with respect to any such Security Deposit.
26.3 In the event of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement the Tenant, upon written request therefor from the transferee, shall attorn to and become the tenant of such transferee upon the terms and conditions set forth in this Agreement.
26.4 Notwithstanding anything to the contrary that may be set forth in subsections 26.1, 26.2 and 26.3 of this Agreement, in the event any mortgage contemplated by section 25 of this Agreement is enforced by the respective mortgagee pursuant to remedies provided in the mortgage or otherwise provided by law or equity and any person succeeds to the interest of the Landlord as a result of, or in connection with, any such enforcement, the Tenant shall, upon the request of such successor in interest, automatically attorn to and become the Tenant of such successor in interest without any change in the terms or provisions of this Agreement, except that such successor in interest shall not be bound by: (a) any payment of Basic Rent or Additional Rent (exclusive of prepayments in the nature of a Security Deposit) for more than one month in advance or (b) any amendment or other modification of this Agreement which was made without the consent of such mortgagee or such successor in interest; and, upon the request of such successor in interest, the Tenant shall execute, acknowledge and deliver any instrument(s) confirming such attornment.
26.5 If this Agreement and the estate, interest and rights hereby created for the benefit of the Tenant are ever subject and subordinate to any ground lease contemplated by section 25 of this Agreement:
26.5.1 upon the expiration or earlier termination of the term of any such ground lease before the termination of the Term under this Agreement, the Tenant shall attorn to, and become the Tenant of, the lessor under any such ground lease and recognize such lessor as the Landlord under this Agreement for the balance of the Term; and
26.5.2 such expiration or earlier termination of the term of any such ground lease shall have no effect on the Term under this Agreement.
26.5.3 notwithstanding the foregoing, Landlord represents that there is presently no ground lease or mortgage encumbering the Property or the Leased Premises.
26.6 Notwithstanding anything to the contrary that may be set forth in section 25 of this Agreement, with respect to any mortgages or ground leases contemplated by section 25 of this Agreement, the Landlord shall use reasonable commercial efforts to obtain from each such mortgagee and ground lessor its respective standard form of non-disturbance, attornment and subordination agreement which includes a provision to the effect that, in the event of enforcement of any remedies provided in the respective mortgage or ground lease, respectively, or otherwise, so long as an Event of Default shall not have occurred, the Tenant shall not be disturbed in its possession of the Leased Premises in accordance with this Agreement and which does not include any provision increasing the Tenant’s obligations otherwise due, or diminishing the Tenant’s rights otherwise available, in either case in accordance with this Agreement. Any processing or other fee that the mortgagee or ground lessor may charge and any reasonable legal expense that the Landlord may incur in connection with performing its obligations under this subsection shall be at the sole cost of Landlord.
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TRANSFER BY LANDLORD. 26.1 The Landlord shall have the right at any time and from time to time to sell, transfer, lease or otherwise dispose of the Carnegie Center Complex, the Property, the Common Facilities or the Building or any of the Landlord’s 's interests therein, or to assign this Agreement or any of the Landlord’s 's rights thereunder.
26.2 Upon giving notice of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement, the Landlord shall thereby be relieved of any obligation that might otherwise exist under this Agreement with respect to periods subsequent to the effective date of any such transaction transaction. If, in connection with any transaction contemplated by subsection 26.1 of this Agreement the Landlord transfers transfers, or makes allowance for, any Security Deposit of the Tenant and gives notice of that fact to the Tenant, the Landlord shall thereby be relieved of any further obligation to the Tenant with regard to any such Security Deposit provided that the successor landlord assumes obligation for the Security Deposit in writingDeposit; and the Tenant shall look solely to the transferee with respect to any such Security Deposit.
26.3 In the event of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement the Tenant, upon written request therefor from the transferee, shall attorn to and become the tenant of such transferee upon the terms and conditions set forth in this Agreement.
26.4 Notwithstanding anything to the contrary that may be set forth in subsections 26.1, 26.2 and 26.3 of this Agreement, in the event any mortgage contemplated by section 25 of this Agreement is enforced by the respective mortgagee pursuant to remedies provided in the mortgage or otherwise provided by law or equity and any person succeeds to the interest of the Landlord as a result of, or in connection with, any such enforcement, the Tenant shall, upon the request of such successor in interest, automatically attorn to and become the Tenant of such successor in interest without any change in the terms or provisions of this Agreement, except that such successor in interest shall not be bound by: (a) any payment of Basic Rent or Additional Rent (exclusive of prepayments in the nature of a Security Deposit) for more than one month in advance or (b) any amendment or other modification of this Agreement which was made without the consent of such mortgagee or such successor in interest; and, upon the request of such successor in interest, the Tenant shall execute, acknowledge and deliver any instrument(s) confirming such attornment.
26.5 If this Agreement and the estate, interest and rights hereby created for the benefit of the Tenant are ever subject and subordinate to any ground lease contemplated by section 25 of this Agreement:
26.5.1 upon the expiration or earlier termination of the term of any such ground lease before the termination of the Term under this Agreement, the Tenant shall attorn to, and become the Tenant of, the lessor under any such ground lease and recognize such lessor as the Landlord under this Agreement for the balance of the Term; and
26.5.2 such expiration or earlier termination of the term of any such ground lease shall have no effect on the Term under this Agreement.
26.5.3 notwithstanding the foregoing, Landlord represents that there is presently no ground lease or mortgage encumbering the Property or the Leased Premises.
26.6 Notwithstanding anything to the contrary that may be set forth in section 25 of this Agreement, with respect to any mortgages or ground leases contemplated by section 25 of this Agreement, the Landlord shall use reasonable commercial efforts to obtain from each such mortgagee and ground lessor its respective standard form of non-disturbance, attornment and subordination agreement which includes a provision to the effect that, in the event of enforcement of any remedies provided in the respective mortgage or ground lease, respectively, or otherwise, so long as an Event of Default shall not have occurred, the Tenant shall not be disturbed in its possession of the Leased Premises in accordance with this Agreement and which does not include any provision increasing the Tenant’s obligations otherwise due, or diminishing the Tenant’s rights otherwise available, in either case in accordance with this Agreement. Any processing or other fee that the mortgagee or ground lessor may charge and any reasonable legal expense that the Landlord may incur in connection with performing its obligations under this subsection shall be at the sole cost of Landlord.
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TRANSFER BY LANDLORD. 26.1 The Landlord shall have the right at any time and from time to time to selltransfer its interest in the Ground Lease, transferthis Lease, lease or otherwise dispose of the Carnegie Center ComplexBuilding 2, the Property, the Common Facilities or the Building or any portion thereof at any time after the Lease Commencement Date to any person or entity, without Tenant’s consent or approval. In the event that Landlord desires to effect such a transfer prior to the Lease Commencement Date, Landlord must obtain Tenant’s consent (including deemed consent) thereto, unless the transfer is solely for the purpose of the securing Landlord’s interests thereinfinancing. Landlord shall, in such event, send a written request for consent to Tenant, which shall include pertinent financial and real estate experience information regarding the proposed assignee. Such consent shall not be unreasonably withheld, conditioned, or delayed. In the event Tenant fails to assign this Agreement or respond to any of such request within five (5) days, then Landlord may resubmit the request to Tenant with a cover letter stating “TENANT’S FAILURE TO RESPOND WITHIN THREE (3) BUSINESS DAYS SHALL RESULT IN THE DEEMED CONSENT TO SUCH TRANSFER” in all capital letters and in bold face type. In the event Tenant thereafter fails to respond to such second request by the date which is three (3) business days following the second notice, then Tenant shall be deemed to have approved such transfer by Landlord’s rights thereunder.
26.2 Upon giving notice of . In the occurrence event of any transaction contemplated by subsection 26.1 of this Agreementsuch transfer (i.e., transfers not requiring Tenant’s consent or transfers to which Tenant has, or has been deemed to have, consented), the Landlord shall thereby be relieved originally named herein (and in the case of any obligation that might otherwise exist under this Agreement with respect to periods subsequent transfer, the transferor), from the date of such transfer, shall be automatically relieved, without any further act by any person or entity, of all liability for (i) the performance of the obligations of the Landlord hereunder which may accrue after the date of such transfer, and (ii) repayment of any unapplied portion of the Security Deposit (upon transferring or crediting the same to the effective transferee), and (iii) the performance of the obligations of the Landlord hereunder which have accrued before the date of transfer if its transferee agrees to assume and perform all such prior obligations of the Landlord hereunder. Tenant shall attorn to any such transferee. After the date of any such transaction If, in connection with any transaction contemplated by subsection 26.1 of this Agreement the Landlord transfers any Security Deposit of the Tenant and gives notice of that fact to the Tenanttransfer, the Landlord term “Landlord” as used herein shall thereby be relieved of any further obligation to the Tenant with regard to any such Security Deposit provided that the successor landlord assumes obligation for the Security Deposit in writing; and the Tenant shall look solely to mean the transferee with respect to any such Security Deposit.
26.3 In the event of the occurrence of any transaction contemplated by subsection 26.1 of this Agreement the Tenant, upon written request therefor from the transferee, shall attorn to and become the tenant of such transferee upon interest in Building 2 or the terms and conditions set forth in this AgreementProperty.
26.4 Notwithstanding anything to the contrary that may be set forth in subsections 26.1, 26.2 and 26.3 of this Agreement, in the event any mortgage contemplated by section 25 of this Agreement is enforced by the respective mortgagee pursuant to remedies provided in the mortgage or otherwise provided by law or equity and any person succeeds to the interest of the Landlord as a result of, or in connection with, any such enforcement, the Tenant shall, upon the request of such successor in interest, automatically attorn to and become the Tenant of such successor in interest without any change in the terms or provisions of this Agreement, except that such successor in interest shall not be bound by: (a) any payment of Basic Rent or Additional Rent (exclusive of prepayments in the nature of a Security Deposit) for more than one month in advance or (b) any amendment or other modification of this Agreement which was made without the consent of such mortgagee or such successor in interest; and, upon the request of such successor in interest, the Tenant shall execute, acknowledge and deliver any instrument(s) confirming such attornment.
26.5 If this Agreement and the estate, interest and rights hereby created for the benefit of the Tenant are ever subject and subordinate to any ground lease contemplated by section 25 of this Agreement:
26.5.1 upon the expiration or earlier termination of the term of any such ground lease before the termination of the Term under this Agreement, the Tenant shall attorn to, and become the Tenant of, the lessor under any such ground lease and recognize such lessor as the Landlord under this Agreement for the balance of the Term; and
26.5.2 such expiration or earlier termination of the term of any such ground lease shall have no effect on the Term under this Agreement.
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Samples: Sublease Agreement (Applovin Corp)
