Common use of Transfer of Premises Clause in Contracts

Transfer of Premises. In the event that Landlord, in its sole and absolute discretion, determines or seeks to convey, effective at any time during the Term, all or any part of the Landlord’s interest in the Premises to a Person other than the State of California (or a commission, department, joint powers authority or other subdivision of any of the foregoing) then and in such event and at any time prior to Landlord’s consummating any such conveyance or entering into an agreement to consummate any such conveyance, other than with or to a Governmental Authority, it shall notify Tenant of Landlord’s determining or seeking to so convey all or any portion of Landlord’s interest in the Premises, identifying the subject matter of such conveyance. If within thirty (30) days’ of such notice, Tenant provides notice to Landlord that Tenant would itself like to negotiate the terms of its acquisition of Landlord’s interest, and in its notice to Landlord provides a proposal in reasonable detail regarding such acquisition, then Landlord shall provide Tenant with a right to negotiate with Landlord or its representatives about such proposal for a period of no less than thirty (30) days following the date of Tenant’s notice to the Landlord. During such period, Landlord and Tenant shall negotiate exclusively with one another (except that Landlord shall be entitled to confer with the State of California) in good faith, but neither party shall be obligated in any way to reach a definitive or other binding agreement. Landlord shall not be required to provide Tenant with the terms of or any other information about any competing proposal, or offer any such terms to Tenant. Upon expiration of such negotiating period for any reason or no reason, Landlord shall be free to consummate any such conveyance with a third party concerning the subject matter of the notice Landlord originally provided to Tenant on any terms Landlord so desires and free of any rights in respect of same that Tenant may have under this Section 15.2; provided, however, if Landlord does not consummate such conveyance to a third party within eighteen (18) months after the expiration of the negotiating period, or proposes to consummate such conveyance on terms which, in the aggregate, are less favorable to Landlord than those offered by Tenant in its initial notice to Landlord in which it indicated that it would like to negotiate the terms of its acquisition of the Landlord’s interest, then and in either of such events, unless the Term has expired, Landlord shall again comply with this Section 15.2 prior to consummating any such conveyance or entering into an agreement to consummate any such conveyance. In no event shall Landlord have the right to transfer or assign its interest in any improvements on the Premises except in connection with an assignment of Landlord’s entire interest in the property (i.e., either or both of the Coliseum Property or/and the Sports Arena Property, as applicable) on which such improvements are located. Notwithstanding anything contained herein to the contrary, Tenant agrees to waive this Section if Landlord desires to assign its interest for monetization purposes.

Transfer of Premises. In (a) Tenant shall not assign this Lease or sublease, or grant a license or concession, or otherwise transfer the event that Landlord, in its sole and absolute discretion, determines or seeks to convey, effective at any time during the Term, all whole or any part of any Premises (except to an Affiliate of Tenant (hereinafter defined) without the Landlord’s interest prior written consent of Landlord in the Premises each case, which consent shall not be unreasonably withheld, conditioned or delayed. Any request to a Person other than the State of California (or a commission, department, joint powers authority or other subdivision of any of the foregoing) then and in such event and at any time prior to Landlord’s consummating any such conveyance or entering into an agreement to consummate any such conveyance, other than with or to a Governmental Authority, it shall notify Tenant of Landlord’s determining or seeking to so convey all transfer this Lease or any portion of Landlord’s interest the Premises shall be accompanied by a check in the Premisesamount of one thousand dollars ($1,000.00) to help defray the cost of reviewing same. It shall not be unreasonable for Landlord to withhold consent if (i) Tenant is in default of the Lease beyond the applicable notice and cure period (if any), identifying (ii) the subject matter proposed transfer would violate a provision of such conveyanceanother lease or agreement, (iii) the proposed use would be incompatible with the other uses in the Building or would increase parking or utility requirements, (iv) the proposed transferee is not sufficiently creditworthy or experienced; (v) Landlord's lender or Tenant's guarantor (if any) refuses to consent, or (vi) any other factor exists which would make Landlord's refusal reasonable under the circumstances. If Tenant's request for consent shall be accompanied by sufficient documentation to allow Landlord to make a decision based on the foregoing factors. Landlord shall have the right to recapture the Premises proposed for transfer by written notice to Tenant given within thirty (30) days’ days of such noticethe request for consent, but Landlord's failure to exercise this right shall not constitute a consent to the transfer. In the event Landlord elects to recapture all or a portion of the Premises in accordance with this Section 7.01, Tenant provides notice may, in a writing delivered to Landlord that Tenant would itself like to negotiate the terms within five (5) business days of its acquisition receipt of Landlord’s interest's notice that it intends to exercise its recapture right, and in elect to withdraw its notice request for Landlord to Landlord provides a proposal in reasonable detail regarding such acquisition, then Landlord shall provide Tenant with a right to negotiate with Landlord or its representatives about such proposal for a period of no less than thirty (30) days following the date of Tenant’s notice consent to the proposed assignment or sublease. If Tenant timely withdraws its request for Landlord. During such period's consent, Landlord and Tenant shall negotiate exclusively with one another (except that Landlord shall be entitled to confer with the State of California) in good faith, but neither party shall be obligated in any way to reach a definitive or other binding agreement. Landlord shall not be required entitled to provide exercise its recapture right and this Lease shall continue in full force and effect. In the case of each transfer, Tenant shall cure any outstanding defaults prior to the transfer date, and remain jointly and severally liable with the terms transferee for the full and timely performance of each and every term, covenant and condition of Tenant under the Lease. All cash or any other information about any competing proposalproceeds whatsoever payable by or on behalf of a transferee of this Lease or the Premises, or offer whensoever same may be payable, shall be deemed to be rent, and 50% of any such terms to Tenant. Upon expiration of such negotiating period for any reason or no reason, Landlord shall be free to consummate any such conveyance with a third party concerning the subject matter rent in excess of the notice Landlord originally provided to Tenant on any terms Landlord so desires and free of any rights in respect of same that Tenant may have under this Section 15.2; provided, however, if Landlord does not consummate such conveyance to a third party within eighteen (18) months after the expiration of the negotiating period, or proposes to consummate such conveyance on terms which, in the aggregate, are less favorable to Landlord than those offered rentals payable by Tenant in its initial notice hereunder (determined net of Tenant's reasonable brokerage, legal and improvements costs associated with such transaction) shall promptly be paid to Landlord in which it indicated that it would like to negotiate the terms of its acquisition of the Landlord’s interest, then and in either of such events, unless the Term has expired, Landlord shall again comply with this Section 15.2 prior to consummating any such conveyance or entering into an agreement to consummate any such conveyance. In no event shall Landlord have the right to transfer or assign its interest in any improvements on the Premises except in connection with an assignment of Landlord’s entire interest in the property (i.e., either or both of the Coliseum Property or/and the Sports Arena Property, as applicable) on which such improvements are located. Notwithstanding anything contained herein to the contrary, Tenant agrees to waive this Section if Landlord desires to assign its interest for monetization purposes.