Transfers; Consent. Tenant shall not, without the prior written consent of Landlord, (a) assign, transfer, mortgage, hypothecate, or encumber this Lease or any estate or interest herein, whether directly, indirectly or by operation of law, (b) permit any other entity to become a Tenant hereunder by merger, consolidation, or other reorganization, (c) if Tenant is a corporation, partnership, limited liability company, limited liability partnership, trust, association or other business entity (other than a corporation whose stock is publicly traded), permit, directly or indirectly, the transfer of any ownership interest in Tenant so as to result in (i) a change in the current control of Tenant, (ii) a transfer of twenty-five percent (25%) or more in the aggregate in any twelve (12) month period in the beneficial ownership of such entity or (iii) a transfer of all or substantially all of the assets of Tenant, (d) sublet any portion of the Premises, or (e) grant any license, concession, or other right of occupancy of or with respect to any portion of the Premises, or (f) permit the use of the Premises by any party other than Tenant or a Tenant Party (each of the events listed in this Paragraph 9.1 being referred to herein as a "Transfer"). If Tenant requests Landlord's consent to any Transfer, then at least twenty (20) business days prior to the effective date of the proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer and all consideration therefor (including a calculation of the Transfer Profits described below), copies of the proposed documentation, and the following information relating to the proposed transferee: name and address; information reasonably satisfactory to Landlord concerning the proposed transferee's business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the parties agree that it shall be reasonable for Landlord to withhold any such consent if, without limitation, Landlord determines in good faith that (A) the proposed transferee is not of a reasonable financial standing or is not creditworthy, (B) the proposed transferee is a governmental agency, (C) the proposed transferee, or any affiliate thereof, is then an occupant in the Project or has engaged in discussions with Landlord concerning a lease of direct space in the Project, (D) the proposed Transfer would result in a breach of any obligation of Landlord or permit any other tenant in the Project to terminate or modify its lease, (E) there is then in effect an uncured Event of Default, (F) the Transfer would increase the occupancy density or parking density of the Project or any portion thereof, (G) the Transfer would result in an undesirable tenant mix for the Project, as determined in good faith by Landlord, (H) the proposed transferee does not enjoy a good reputation, as a business or as a tenant; or (I) any guarantor of the Lease does not consent to such Transfer in a form satisfactory to Landlord. Any Transfer made without Landlord's consent shall be void and, at Landlord's election, shall constitute an Event of Default by Tenant. Tenant shall also, within ten (10) days of written demand therefor, pay to Landlord $500 as a review fee for each Transfer request, and reimburse Landlord for its reasonable attorneys' fees and all other costs incurred in connection with considering any request for consent to a proposed Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord Landlord's standard form transfer Short Form Office - Net Lease (CA) -4- Version 10.1 consent and agreement whereby the proposed transferee expressly assumes the Tenant's obligations hereunder. Landlord's consent to a Transfer shall not release Tenant from its obligations under this Lease (or any guarantor of this Lease of its obligations with respect thereto), but rather Tenant and its transferee shall be jointly and severally liable for all obligations under this Lease allocable to the space subject to such Transfer. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. In the event of any claim by Tenant that Landlord has breached its obligations under this Paragraph 9.1, Tenant's remedies shall be limited to recovery of its out-of-pocket damages and injunctive relief.

Appears in 1 contract

Samples: Office Lease (Account4 Com Inc)

Transfers; Consent. Tenant shall ~~not~~not have the right, without the prior written consent of ~~Landlord~~Landlord which consent shall not be unreasonably denied, to, (a) assign, transfer, mortgage, hypothecate, or encumber this Lease or any estate or interest herein, whether directly, indirectly or by operation of law, (b) permit any other entity to become a Tenant hereunder by merger, consolidation, or other reorganization, with the exception of wholly-owned subsidiaries and affiliates of Tenant as set forth in Paragraph 9.3, (c) if Tenant is a corporation, partnership, limited liability company, limited liability partnership, trust, association or other business entity (other than a corporation whose stock is publicly traded), permit, directly or indirectly, the transfer of any ownership interest in Tenant so as to result in (i) a change in the current control of Tenant, (ii) a transfer of twenty-five percent (25%) or more in the aggregate in any twelve (12) month period in the beneficial ownership of such entity or (iii) a transfer of all or substantially all of the assets of Tenant, (d) sublet any portion of the Premises, or (e) grant any license, concession, or other right of occupancy of or with respect to any portion of the Premises, or (f) permit the use of the Premises by any party other than Tenant or a Tenant Party (each of the events listed in this Paragraph 9.1 being referred to herein as a "Transfer"). If Tenant requests Landlord's consent to any Transfer, then at least twenty (20) business days prior to the effective date of the proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer and all consideration therefor (including a calculation of the Transfer Profits described below), copies of the proposed documentation, and the following information relating to the proposed transferee: name and address; information reasonably satisfactory to Landlord concerning the proposed transferee's business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the parties agree that it shall be reasonable for Landlord to withhold any such consent if, without limitation, Landlord determines in good faith that (A) the proposed transferee is not of a reasonable financial standing or is not creditworthy, (B) the proposed transferee is a governmental agency, (C) the proposed transferee, or any affiliate thereof, is then an occupant in the Project or has engaged in discussions with Landlord concerning a lease of direct space in the Project, (D) the proposed Transfer would result in a breach of any obligation of Landlord or permit any other tenant in the Project to terminate or modify its lease, (E) there is then in effect an uncured Event of Default, (F) the Transfer would increase the occupancy density or parking density of the Project or any portion thereof, (G) the Transfer would result in an undesirable tenant mix for the Project, as determined in good faith by Landlord, (H) the proposed transferee does not enjoy a good reputation, as a business or as a tenant~~; or (I) any guarantor of the Lease does not consent to such Transfer in a form satisfactory to Landlord~~. Any Transfer made without Landlord's consent shall be void and, at Landlord's election, shall constitute an Event of Default by Tenant. Tenant shall also, within ten (10) days of written demand therefor, pay to Landlord $500 as a review fee for each Transfer request, and reimburse Landlord for its reasonable attorneys' fees and all other costs incurred in connection with considering any request for consent to a proposed Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord Landlord's standard form transfer ~~Short Form Office - Net Lease (CA) -4- Version 10.1~~ consent and agreement whereby the proposed transferee expressly assumes the Tenant's obligations hereunder. Landlord's consent to a Transfer shall not release Tenant from its obligations under this Lease (or any guarantor of this Lease of its obligations with respect thereto), but rather Tenant and its transferee shall be jointly and severally liable for all obligations under this Lease allocable to the space subject to such Transfer. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. In the event of any claim by Tenant that Landlord has breached its obligations under this Paragraph ~~9.1~~13, Tenant's remedies shall be limited to recovery of its out-of-pocket damages and injunctive relief.

Appears in 1 contract

Samples: Office Lease (Electronic Arts Inc)

Transfers; Consent. Tenant shall not, without the prior written ------------------ consent of Landlord, a (a) assign, transfer, mortgage, hypothecate, or encumber this Lease or any estate or interest herein, whether directly, indirectly or by operation of law, (b) permit any other entity to become a Tenant hereunder by merger, consolidation, or other reorganization, other than a merger, consolidation or similar business combination between Tenant and another bank or financial institution, (c) if Tenant is a corporation, partnership, limited liability company, limited liability partnership, ~~trust,~~ trust association or other business entity (other than a corporation whose stock is publicly traded), permit, directly or indirectly, the transfer of any ownership interest in Tenant so as to result in (i) a change in the current control of Tenant, (ii) a transfer of twenty-five percent (25%) or more in the aggregate in any twelve (12) month period in the beneficial ownership of such entity or (iii) a transfer of all or substantially all of the assets of Tenant, (d) sublet any portion of the Premises, or (e) grant any license, concession, or other right of occupancy of or with respect to any portion of the Premises, or (f) permit the use of the Premises by any party other than Tenant or a Tenant Party (each of the events listed in this Paragraph 9.1 being referred to herein as a "Transfer"). If Tenant requests Landlord's consent to any Transfer, then at least twenty (20) business days prior to the effective date of the proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer and all consideration therefor (including a calculation of the Transfer Profits described below), copies of the proposed documentation, and the following information relating to the proposed transferee: name and address; information reasonably satisfactory to Landlord concerning the ~~proposed~~ transferee's business and business history; its proposed use of the Premises; banking, financial, and other credit information; , and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the parties agree that it shall be reasonable for Landlord to withhold any such consent if, without limitation, Landlord determines in good faith that (A) the proposed transferee is not of a reasonable financial standing or is not creditworthy, (B) the proposed transferee is a governmental agency, (C) the proposed transferee, or any affiliate thereof, is then an occupant in the Project or has engaged in discussions with Landlord concerning a lease of direct space in the Project, (D) the proposed Transfer would result in a breach of any obligation of Landlord or permit any other tenant in the Project to terminate or modify its lease, (E) there is then in effect an uncured Event of Default, (F) the Transfer would increase the occupancy density or parking density of the Project or any portion thereof, (G) the Transfer would result in an undesirable tenant mix for the Project, as determined in good faith by the Landlord, (H) the proposed transferee does not enjoy a good reputation, as a business or as a tenant; or (I) any guarantor of the Lease does not consent to such Transfer in a form satisfactory to Landlord. Any Transfer made without Landlord's consent shall be void and, at Landlord's election, shall constitute an Event of Default by Tenant. Tenant shall also, within ten (10) days of written demand therefor, pay to Landlord $500 as a review fee for each Transfer request, and reimburse Landlord for its reasonable ~~attorneys'~~ attorney's fees and all other costs incurred in connection with considering any request for consent to a proposed Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord Landlord's standard form transfer ~~Short Form Office - Net Lease (CA) -4- Version 10.1~~ consent and agreement whereby the proposed transferee expressly assumes the Tenant's obligations hereunder. Landlord's consent to a Transfer shall not release Tenant from its obligations under this Lease (or any guarantor of this Lease of its obligations with respect thereto), but rather Tenant and its transferee shall be jointly and severally liable for all obligations under this Lease allocable to the space subject to such Transfer. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. In the event of any claim by Tenant that Landlord has breached its obligations under this Paragraph 9.1, Tenant's remedies shall be limited to recovery of its out-of-pocket damages (excluding consequential, incidental and punitive damages, if any,) and injunctive relief.

Appears in 1 contract

Samples: Office Lease (Business Bancorp /Ca/)

Transfers; Consent. Subject to Paragraph 9.3 below, Tenant shall not, without the prior written consent of Landlord, (a) assign, transfer, mortgage, hypothecate, or encumber this Lease or any estate or interest herein, whether directly, indirectly or by operation of law, (b) permit any other entity to become a Tenant hereunder by merger, consolidation, or other reorganization, (c) if Tenant is a corporation, partnership, limited liability company, limited liability partnership, trust, association or other business entity (other than a corporation whose stock is publicly traded), permit, directly or indirectly, the transfer of any ownership interest in Tenant so as to result in (i) a change in the current control of Tenant, (ii) a transfer of twenty-five percent (25%) or more in the aggregate in any twelve (12) month period in the beneficial ownership of such entity or (iii) a transfer of all or substantially all of the assets of Tenant, (d) sublet any portion of the Premises, or (e) grant any license, concession, or other right of occupancy of or with respect to any portion of the Premises, or (f) permit the use of the Premises by any party other than Tenant or a Tenant Party (each of the events listed in this Paragraph 9.1 being referred to herein as a "~~Transfer~~TRANSFER"). If Tenant requests Landlord's consent to any Transfer, then at least ~~twenty~~ ten (2010) business days prior to the effective date of the proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer and all consideration therefor (including a calculation of the Transfer Profits described below), copies of the proposed documentation, and the following information relating to the proposed transferee: name and address; information reasonably satisfactory to Landlord concerning the proposed transferee's business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the parties agree that it shall be reasonable for Landlord to withhold any such consent if, without limitation, Landlord determines in good faith that (A) the proposed transferee is not of a reasonable financial standing or is not creditworthy, (B) the proposed transferee is a governmental agency, (C) the proposed assignee or subtenant is a person with whom Landlord is negotiating, or has negotiated during the prior ninety (90) days, to lease space in the Project or the proposed assignee or subtenant is a present tenant of the Project and with whom Landlord is negotiating, or has negotiated during the prior one hundred eighty (180) days and Landlord has space available or will have space available in the Building or Project which space satisfies the material requirements of such present tenant with respect to its needs for additional space, including the approximate square footage, the approximately timing of the leasehold estate and the nature of the existing improvements or the ability to construct such improvements for the proposed transferee, or any affiliate thereof, is then an occupant in the Project or has engaged in discussions with Landlord concerning a lease of direct space in the Project, (D) the proposed Transfer would result in a breach of any obligation of Landlord or permit any other tenant in the Project to terminate or modify its lease, (E) there is then in effect an uncured Event of Default, (F) the Transfer would increase the occupancy density or parking density of the Project or any portion thereof, (G) the Transfer would result in an undesirable tenant mix for the Project, as determined in good faith by Landlord, (H) the proposed transferee does not enjoy a good reputation, as a business or as a tenant; or (I) any guarantor of the Lease does not consent to such Transfer in a form satisfactory to Landlord. Any Transfer made without Landlord's consent shall be void and, at Landlord's election, shall constitute an Event of Default by Tenant. Tenant shall also, within ten (10) days of written demand therefor, pay to Landlord $500 as a review fee for each Transfer request, and reimburse Landlord for its reasonable attorneys' fees (which reasonable attorneys' fees shall not exceed $1,500.00 for each Transfer request) and all other costs incurred in connection with considering any request for consent to a proposed Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord Landlord's standard form transfer ~~Short Form Office - Net Lease (CA) -4- Version 10.1~~ consent and agreement whereby the proposed transferee expressly assumes the Tenant's obligations hereunder. Landlord's consent to a Transfer shall not release Tenant from its obligations under this Lease (or any guarantor of this Lease of its obligations with respect thereto), but rather Tenant and its transferee shall be jointly and severally liable for all obligations under this Lease allocable to the space subject to such Transfer. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. In the event of any claim by Tenant that Landlord has breached its obligations under this Paragraph 9.1, Tenant's remedies shall be limited to recovery of its out-of-pocket damages and injunctive relief. Notwithstanding anything to the contrary in this Lease, the transfer of outstanding capital stock or other listed equity interests, or the purchase of outstanding capital stock or other listed equity interests, or the purchase of equity interests issued in an initial public offering of stock, by persons or parties other than "insiders" within the meaning of the Securities Exchange Act of 1934, as amended, through the "over-the-counter" market or any recognized national or international securities exchange shall not be included in determining whether control has been transferred.

Appears in 1 contract

Samples: Office Lease (Intraware Inc)

Transfers; Consent. Except as otherwise hereinafter provided in Section 9.(b), Tenant shall not, without the prior written consent of Landlord (which may be withheld in Landlord’s sole discretion, subject to the terms of this Section 9): (ai) advertise that any portion of the Premises is available for lease; (ii) assign, ~~transfer, mortgage, hypothecate,~~ transfer or encumber this Lease or any estate or interest herein, whether ~~directly, indirectly~~ directly or by operation of ~~law,~~ Law; (biii) permit any other entity to become a Tenant hereunder by merger, ~~consolidation,~~ consolidation or other ~~reorganization~~reorganization (and for purposes of this Section 9, the surviving or resulting entity in any such merger, consolidation or other reorganization may be considered an entity other than Tenant, notwithstanding any applicable Law to the contrary) (civ) if Tenant is ~~a corporation, partnership, limited liability company, limited liability partnership, trust, association or other business~~ an entity (other than a corporation whose stock is publicly traded), ~~permit, directly or indirectly,~~ permit the transfer of ~~any~~ an ownership interest in Tenant so as to result in ~~(i)~~ a change in the current control of Tenant, ; (ii) a transfer of twenty-five percent (25%) or more in the aggregate in any twelve (12) month period in the beneficial ownership of such entity or (iii) a transfer of all or substantially all of the assets of Tenant, (dv) sublet any portion of the Premises~~, or~~ ; (evi) grant any license, ~~concession,~~ concession or other right of occupancy of ~~or with respect to~~ any portion of the Premises, ; or (fvii) permit the use of the Premises by any ~~party~~ parties other than Tenant ~~or a Tenant Party~~ (~~each~~ any of the events listed in Sections 9.(a)(i) through (vii) being a “Transfer”). Provided no Event of Default then exists, Landlord shall not unreasonably withhold, condition or delay its consent to Tenant’s listing the Premises for assignment or sublease through a licensed broker or to any assignment of this ~~Paragraph 9.1 being referred~~ Lease or subletting of the Premises, provided that Landlord may take into consideration all relevant factors surrounding the proposed sublease and assignment, including: (1) the business reputation of the proposed assignee or subtenant and its officers, directors and stockholders; (2) the nature of the business and the proposed use of the Premises by the proposed assignee or subtenant in relation to ~~herein~~ the other tenants or occupants of the Building, the Property or Victory Park; (3) whether the proposed assignee or subtenant is a tenant in any other space in the Building, the Property or Victory Park, provided Landlord may object to an assignee or sublessee on the basis set forth in this Section 9.(a)(3) only if Landlord or its affiliates are capable of and willing to lease space to such other tenant at market rates in the Building or in any other building at Victory Park owned by Landlord or its Affiliates; (4) the financial condition of the proposed assignee or subtenant; (5) restrictions, if any, contained in leases or other agreements affecting the Building, the Property or Victory Park that may apply to or restrict the proposed use of the Premises by the proposed assignee or subtenant; (6) the effect that the proposed assignee’s or subtenant’s occupancy or use of the Premises would have upon the operation and maintenance of the Building and Landlord’s investment therein; and (7) the extent to which the proposed assignee or subtenant and Tenant provide Landlord with assurances reasonably satisfactory to Landlord as to the satisfaction of Tenant’s obligations hereunder. In the event Landlord withholds its consent to any assignment of this Lease or subletting of the Premises, Landlord shall notify Tenant of the basis of Landlord’s decision to so withhold its consent. Without limiting the foregoing, Landlord shall be deemed to have acted reasonably in objecting to an assignment or sublease to, and Tenant shall have no right to assign this Lease or sublet any portion of the Premises to, any governmental body, agency, or bureau (of the United States, any state, county, municipality, or any subdivision thereof), any foreign government or subdivision thereof, including any embassy or consulate, any health care profession or health care organization offering medical services to the public from the Building, schools, or similar organizations, employment agencies, radio, television or other communication stations, restaurants, retailers offering retail services from the Premises, and any party who has, or any party whose affiliates have, been engaged in litigation with Landlord or any Hillwood Affiliate if, at the time of such assignment or sublease, Landlord is a ~~"Transfer")~~Hillwood Affiliate. If Tenant requests Landlord's ’s consent to ~~any~~ a Transfer, then ~~at least twenty (20) business days prior to the effective date of the proposed Transfer,~~ Tenant shall provide Landlord with a written description of all terms and conditions of the proposed ~~Transfer and all consideration therefor (including a calculation of the Transfer Profits described below)~~Transfer, copies of the proposed ~~documentation,~~ documentation and the following information ~~relating to~~ about the proposed transferee: name and address; ~~information~~ reasonably satisfactory ~~to Landlord concerning the proposed transferee's~~ information about its business and business history; its proposed use of the Premises; banking, ~~financial,~~ financial and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's ’s creditworthiness and character. ~~Landlord shall not unreasonably withhold its~~ Contemporaneously with Tenant’s notice of any request for consent to ~~any assignment or subletting of the Premises~~a Transfer, provided that the parties agree that it shall be reasonable for Landlord to withhold any such consent if, without limitation, Landlord determines in good faith that (A) the proposed transferee is not of a reasonable financial standing or is not creditworthy, (B) the proposed transferee is a governmental agency, (C) the proposed transferee, or any affiliate thereof, is then an occupant in the Project or has engaged in discussions with Landlord concerning a lease of direct space in the Project, (D) the proposed Transfer would result in a breach of any obligation of Landlord or permit any other tenant in the Project to terminate or modify its lease, (E) there is then in effect an uncured Event of Default, (F) the Transfer would increase the occupancy density or parking density of the Project or any portion thereof, (G) the Transfer would result in an undesirable tenant mix for the Project, as determined in good faith by Landlord, (H) the proposed transferee does not enjoy a good reputation, as a business or as a tenant; or (I) any guarantor of the Lease does not consent to such Transfer in a form satisfactory to Landlord. Any Transfer made without Landlord's consent shall be void and, at Landlord's election, shall constitute an Event of Default by Tenant. Tenant shall ~~also, within ten (10) days of written demand therefor,~~ pay to Landlord a fee of $~~500 as a review fee for each Transfer~~ 1,000.00 to defray Landlord’s expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorneys' ’ fees ~~and all other costs~~ incurred in connection with considering any request for consent to a ~~proposed~~ Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord Landlord's standard form transfer Short Form Office - Net Lease (CA) -4- Version 10.1 consent and agreement whereby the proposed transferee expressly assumes the Tenant's obligations hereunder. Landlord's consent to a No Transfer shall ~~not~~ release Tenant from its obligations under this ~~Lease (or any guarantor of this Lease of its obligations with respect thereto)~~Lease, but rather Tenant and its transferee shall be jointly and severally liable for ~~all obligations under this Lease allocable to the space subject to~~ such ~~Transfer~~obligations. Landlord's ’s consent to any Transfer shall not waive Landlord's ’s rights as to any subsequent Transfers. In Tenant shall pay to Landlord, promptly after receipt thereof, 50% of the ~~event~~ excess of ~~any claim~~ (A) all compensation received by Tenant ~~that Landlord~~ for a Transfer (other than a Permitted Transfer) less the costs and expenses reasonably incurred by Tenant with unaffiliated third parties in connection with such Transfer (e.g., brokerage commissions, tenant finish work, any improvement allowance or other economic concession paid by Tenant in connection with the Transfer, attorney’s fees, unamortized costs of Tenant’s Work, in excess of the TI Allowance, and subsequent improvements to the Premises by Tenant, and any other costs actually paid by Tenant in negotiating and effectuating the Transfer) over (B) the Rent allocable to the portion of the Premises covered thereby; provided, however, Tenant will not be obligated to make any payments under the foregoing provisions unless and until Tenant has ~~breached its obligations under this Paragraph 9.1, Tenant's remedies shall be limited to recovery~~ recouped all of ~~its out-of-pocket damages~~ the abovementioned costs and ~~injunctive relief~~expenses incurred by Tenant in connection with the Transfer.

Appears in 1 contract

Samples: Office Lease (Plains Capital Corp)

Transfers; Consent. Tenant shall not, without the prior written consent of ~~Landlord~~Landlord (which Landlord shall not unreasonably withhold, condition or delay), (a1) assign, transfer~~, mortgage, hypothecate~~, or encumber this Lease or any estate or interest herein, whether ~~directly, indirectly~~ directly or by operation of law, (b2) permit any other entity to become a Tenant hereunder by merger, consolidation, or other reorganization; provided that in the event an entity with an equal to or greater net worth than Tenant desires to merge with Tenant, Landlord’s consent shall not be required, (c3) if Tenant is ~~a corporation, partnership, limited liability company, limited liability partnership, trust, association or other business~~ an entity (other than a corporation whose stock is publicly traded), ~~permit, directly or indirectly,~~ permit the transfer of ~~any~~ an ownership interest in Tenant so as to result in ~~(i)~~ a change in the current control of Tenant, (ii) a transfer of twenty-five percent (25%) or more in the aggregate in any twelve (12) month period in the beneficial ownership of such entity or (iii) a transfer of all or substantially all of the assets of Tenant, (d4) sublet any portion of the Premises, or (e5) grant any license, concession, or other right of occupancy of ~~or with respect to~~ any portion of the Premises, or (f6) permit the use of the Premises by any ~~party~~ parties other than Tenant ~~or a Tenant Party~~ (~~each~~ any of the events listed in ~~this Paragraph 9.1~~ Sections 10.(a)(1) through 10.(a)(6) being ~~referred to herein as~~ a "“Transfer"”). If Tenant requests Landlord's ’s consent to ~~any~~ a Transfer, then ~~at least twenty (20) business days prior to the effective date of the proposed Transfer,~~ Tenant shall provide Landlord with a written description of all terms and conditions of the proposed ~~Transfer and all consideration therefor (including a calculation of the Transfer Profits described below)~~Transfer, copies of the proposed ~~documentation~~documentation (including but not limited to any assignments or sub-leases, but specifically excluding any sales agreements), and the following information ~~relating to~~ about the proposed transferee: name and address; ~~information~~ reasonably satisfactory ~~to Landlord concerning the proposed transferee's~~ information about its business and business history; its proposed use of the Premises; current banking, financial, and other credit information; and general references sufficient to enable Landlord to reasonably determine the proposed transferee's ’s creditworthiness and character. ~~Landlord shall not unreasonably withhold its consent~~ In order to any assignment or subletting of the Premises, provided that the parties agree that it shall be reasonable for Landlord to withhold any such consent if, without limitation, Landlord determines in good faith that (A) the defray Landlord’s costs associated with a proposed transferee is not of a reasonable financial standing or is not creditworthy, (B) the proposed transferee is a governmental agency, (C) the proposed transferee, or any affiliate thereof, is then an occupant in the Project or has engaged in discussions with Landlord concerning a lease of direct space in the Project, (D) the proposed Transfer would result in a breach of any obligation of Landlord or permit any other tenant in the Project to terminate or modify its lease, (E) there is then in effect an uncured Event of Default, (F) the Transfer would increase the occupancy density or parking density of the Project or any portion thereof, (G) the Transfer would result in an undesirable tenant mix for the Project, as determined in good faith by Landlord, (H) the proposed transferee does not enjoy a good reputation, as a business or as a tenant; or (I) any guarantor of the Lease does not consent to such Transfer in a form satisfactory to Landlord. Any Transfer made without Landlord's consent shall be void and, at Landlord's election, shall constitute an Event of Default by Tenant. transfer Tenant shall ~~also, within ten (10) days~~ pay the sum of ~~written demand therefor, pay~~ $1,000.00 to Landlord ~~$500 as a review fee for each Transfer~~ at the time of such request~~, and reimburse Landlord for its reasonable attorneys' fees and all other costs incurred in connection with considering any request for consent to a proposed Transfer~~. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord ~~Landlord's standard form transfer Short Form Office - Net Lease (CA) -4- Version 10.1 consent and~~ a written agreement whereby ~~the proposed transferee~~ it expressly assumes the Tenant's ’s obligations hereunder. Landlord's ’s consent to a Transfer shall not release Tenant from performing its obligations under this ~~Lease (or any guarantor of this Lease of its obligations with respect thereto)~~Lease, but rather Tenant and its transferee shall be jointly and severally liable ~~for all obligations under this Lease allocable to the space subject to such Transfer~~therefore. Landlord's ’s consent to any Transfer shall not waive Landlord's ’s rights as to object to or deny any subsequent Transfers. In If an Event of Default occurs while the ~~event of~~ Premises or any ~~claim by~~ part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant ~~that Landlord has breached~~ and apply such rents against Rent. Tenant authorizes its ~~obligations under this Paragraph 9.1, Tenant's remedies shall be limited~~ transferees to ~~recovery of its out-of-pocket damages and injunctive relief.~~make ASPEN GROWTH PROPERTIES – NET LEASE

Appears in 1 contract

Samples: Lease Agreement (ShoreTel Inc)

Transfers; Consent. Tenant shall not, without the prior written consent of ~~Landlord~~Landlord (which, subject to the next sentence, Landlord may grant or deny in its sole discretion), (a1) use the picture or the name of the Building (except in fliers distributed to the real estate brokerage community) or use the name Tramxxxx Xxxx xx the logo for the Building or Tramxxxx Xxxx Xxxpany in any advertising regarding the Premises or the subletting or assignment thereof, (2) assign, transfer~~, mortgage, hypothecate~~, or encumber this Lease or any estate or interest herein, whether ~~directly, indirectly~~ directly or by operation of law, (b3) permit any other entity to become a Tenant hereunder by merger, consolidation, or other ~~reorganization, (c) if Tenant is a corporation, partnership, limited liability company, limited liability partnership, trust, association or other business entity~~ reorganization (other than a ~~corporation whose stock is publicly traded~~Permitted Transfer [defined below]), ~~permit, directly or indirectly,~~ (4) permit the transfer of ~~any~~ an ownership interest in Tenant so as to result in (i) a change in the current control of Tenant, (ii) a transfer of twenty-five percent (25%) or more in the aggregate in any twelve (12) month period in the beneficial ownership of such entity or (iii) a transfer of all or if Tenant has conveyed substantially all of ~~the~~ its assets ~~of Tenant~~to another corporation without transferring this Lease to such corporation, (d5) sublet any portion of the Premises, or (e6) grant any license, concession, or other right of occupancy of ~~or with respect to~~ any portion of the ~~Premises~~Premises other than to independent contractors contracted by Tenant in its ordinary course of business to provide services to Tenant that are incidental to Tenant's business operations in the Premises (including, but not limited to, a sales office of Tenant), or (f7) permit the use of the Premises by any ~~party~~ parties other than Tenant ~~or a Tenant Party~~ (~~each~~ any of the events listed in ~~this Paragraph 9.1~~ Sections 10.(a)(2) through 10.(a)(7) being ~~referred to herein as~~ a "~~Transfer~~TRANSFER"). Landlord shall not unreasonably withhold or delay its consent to any Transfer to a party which (A) is, in the reasonable judgment of Landlord, of a character or reputation or is engaged in a business which would not be harmful to the image and reputation of the Building, (B) will not use the Premises in a manner that would conflict with any exclusive use agreement or any other similar agreement entered into by Landlord with any other tenant of the Building, and (C) will not compete with the business of another Building tenant that is leasing more than 30,000 rentable square feet in the Building (however, if in Landlord's reasonable judgment, the proposed transferee's presence in the Building will not adversely affect Landlord's ability to renew or extend such competing tenant's lease or to lease expansion space in the Building to the competing tenant, than Landlord shall not unreasonably withhold or delay its consent to such Transfer). Without limiting the foregoing, Landlord may (in its sole discretion) withhold its consent to any assignment or subletting of the Premises to any party which is a (i) governmental entity (or subdivision or agency thereof), (ii) would use the Premises in whole or in part for other than the Permitted Use, or (iii) which is (A) a prospective tenant that is in active lease negotiations with Landlord and to which Landlord has submitted a draft of a lease for space in the Building before Tenant or its agents contact such party. Additionally, Landlord may (in its sole discretion) withhold its consent to any Transfer to an occupant of the Building, if the Transfer in question would cause the aggregate number of rentable square feet transferred by Tenant to occupants of the Building to exceed 10,000 rentable square feet. If Tenant requests Landlord's consent to ~~any~~ a Transfer, then ~~at least twenty (20) business days prior to the effective date of the proposed Transfer,~~ Tenant shall provide Landlord with a written description of all terms and conditions of the proposed ~~Transfer and all consideration therefor (including a calculation of the Transfer Profits described below)~~Transfer, copies of the proposed documentation, and the following information ~~relating to~~ about the proposed transferee: name and address; ~~information~~ reasonably satisfactory ~~to Landlord concerning the proposed transferee's~~ information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Landlord shall ~~not unreasonably withhold its consent~~ notify Tenant whether it consents to ~~any assignment or subletting of~~ a Transfer within ten days after Landlord receives the ~~Premises, provided that~~ information described in the ~~parties agree~~ previous sentence. If Landlord fails to notify Tenant that it disapproves of a Transfer within such 10-day period, then Landlord shall be ~~reasonable for Landlord~~ deemed to withhold any such consent if, without limitation, Landlord determines in good faith that (A) the proposed transferee is not of a reasonable financial standing or is not creditworthy, (B) the proposed transferee is a governmental agency, (C) the proposed transferee, or any affiliate thereof, is then an occupant in the Project or has engaged in discussions with Landlord concerning a lease of direct space in the Project, (D) the proposed Transfer would result in a breach of any obligation of Landlord or permit any other tenant in the Project to terminate or modify its lease, (E) there is then in effect an uncured Event of Default, (F) have approved the Transfer ~~would increase the occupancy density or parking density of the Project or any portion thereof, (G) the Transfer would result~~ in an undesirable tenant mix for the Project, as determined in good faith by Landlord, (H) the proposed transferee does not enjoy a good reputation, as a business or as a tenant; or (I) any guarantor of the Lease does not consent to such Transfer in a form satisfactory to Landlord. Any Transfer made without Landlord's consent shall be void and, at Landlord's election, shall constitute an Event of Default by Tenantquestion. Tenant shall ~~also, within ten (10) days of written demand therefor, pay to Landlord $500 as a review fee for each Transfer request, and~~ reimburse Landlord for its reasonable attorneys' fees and ~~all~~ other ~~costs~~ expenses incurred in connection with considering any request for consent to a proposed Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord Landlord's standard form transfer Short Form Office - Net Lease (CA) -4- Version 10.1 consent and agreement whereby the proposed transferee expressly assumes the Tenant's obligations hereunder. Landlord's consent to a Transfer shall not release Tenant from its obligations under this Lease (or any guarantor of this Lease of its obligations with respect thereto), but rather Tenant and its transferee shall be jointly and severally liable for all obligations under this Lease allocable to the space subject to such Transfer. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. In the event of any claim by Tenant that Landlord has breached its obligations under this Paragraph 9.1, Tenant's remedies shall be limited to recovery of its out-of-pocket damages and injunctive relief.in

Appears in 1 contract

Samples: Lease (Clark/Bardes Holdings Inc)

Transfers; Consent. Tenant shall not, without the prior written consent of Landlord, (a1) assign, transfer~~, mortgage, hypothecate~~, or encumber this Lease or any estate or interest herein, whether ~~directly, indirectly~~ directly or by operation of ~~law~~law (except an assignment to an Affiliate (as hereinafter defined) of Tenant), (b2) if Tenant is an entity other than a corporation whose stock is publicly traded, permit any other entity to become a Tenant hereunder by merger, consolidation, or other reorganization, (c3) if Tenant is ~~a corporation, partnership, limited liability company, limited liability partnership, trust, association or other business~~ an entity (other than a corporation whose stock is publicly traded), ~~permit, directly or indirectly,~~ permit the transfer of ~~any~~ an ownership interest in Tenant so as to result in ~~(i)~~ a change in the current control of Tenant, (ii) a transfer of twenty-five percent (25%) or more in the aggregate in any twelve (12) month period in the beneficial ownership of such entity or (iii) a transfer of all or substantially all of the assets of Tenant, (d4) sublet any portion of the ~~Premises~~Premises (except to an Affiliate of Tenant), or (e5) grant any license, concession, or other right of occupancy of ~~or with respect to~~ any portion of the ~~Premises~~Premises (except to an Affiliate of Tenant), or (f6) permit the use of the Premises by any ~~party~~ parties other than Tenant or a an Affiliate of Tenant ~~Party~~ (~~each~~ any of the events listed in ~~this Paragraph 9.1~~ Section 9.(a)(1) through 9.(a)(6) being ~~referred to herein as~~ a "Transfer"). If Tenant requests Landlord's consent to ~~any~~ a Transfer, then ~~at least twenty (20) business days prior to the effective date of the proposed Transfer,~~ Tenant shall provide Landlord with a written description of all terms and conditions of the proposed ~~Transfer and all consideration therefor (including a calculation of the Transfer Profits described below)~~Transfer, copies of the proposed documentation, and the following information ~~relating to~~ about the proposed transferee: name and address; ~~information~~ reasonably satisfactory ~~to Landlord concerning the proposed transferee's~~ information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's ~~creditworthiness~~ credit worthiness and character. Landlord shall not unreasonably ~~withhold~~ withhold, delay or condition its consent to any assignment or subletting of the Premises, provided that the ~~parties agree that it shall be reasonable for Landlord to withhold any such consent if, without limitation, Landlord determines in good faith that~~ proposed transferee (A) ~~the proposed transferee~~ is ~~not of a reasonable financial standing or is not creditworthy~~credit worthy, (B) has a good reputation in the ~~proposed transferee is a governmental agency~~business community, and (C) is not another occupant of the ~~proposed transferee, or any affiliate thereof, is~~ Building if the Landlord then ~~an occupant~~ has space available in the ~~Project or has engaged~~ Building that meets the other occupant's requirements for additional space; otherwise, Landlord may withhold its consent in ~~discussions with Landlord concerning a lease of direct space in the Project, (D) the proposed Transfer would result in a breach of any obligation of Landlord or permit any other tenant in the Project~~ its sole discretion by notice to terminate or modify its lease, (E) there is then in effect an uncured Event of Default, (F) the Transfer would increase the occupancy density or parking density of the Project or any portion thereof, (G) the Transfer would result in an undesirable tenant mix for the Project, as determined in good faith by Landlord, (H) the proposed transferee does not enjoy a good reputation, as a business or as a tenant; or (I) any guarantor of the Lease does not consent to such Transfer in a form satisfactory to Landlord. Any Transfer made without Landlord's consent shall be void and, at Landlord's election, shall constitute an Event of Default by Tenant. ~~Tenant shall also, within ten (10) days~~ Concurrently with Tenant's notice of written demand therefor, pay to Landlord $500 as a review fee for each Transfer request, and reimburse Landlord for its reasonable attorneys' fees and all other costs incurred in connection with considering any request for consent to a ~~proposed~~ Transfer, Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorneys' fees, if any, incurred in connection with considering and/or performing any legal services regarding any request for consent to a Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord ~~Landlord's standard form transfer Short Form Office - Net Lease (CA) -4- Version 10.1 consent and~~ a written agreement whereby ~~the proposed transferee~~ it expressly assumes the Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. Landlord's consent to a Transfer shall not release Tenant from its obligations under this ~~Lease (or any guarantor of this Lease of its obligations with respect thereto)~~Lease, but rather Tenant and its transferee shall be jointly and severally liable ~~for all obligations under this Lease allocable to the space subject to such Transfer~~therefor. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. In If an Event of Default contemplated by Subsection 16(a) of this Lease occurs while the ~~event~~ Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of ~~any claim by Tenant that~~ rent directly to Landlord ~~has breached its obligations under this Paragraph 9.1, Tenant's remedies shall be limited~~ upon receipt of notice from Landlord to ~~recovery of its out-of-pocket damages and injunctive relief~~do so.

Appears in 1 contract

Samples: Lease Agreement (Palatin Technologies Inc)

Transfers; Consent. Tenant shall not, without the prior written consent of Landlord, (a) assign, transfer, mortgage, hypothecate, or encumber this Lease or any estate or interest herein, whether directly, indirectly or by operation of law, (b) permit any other entity to become a Tenant hereunder by merger, consolidation, or other reorganization, (c) if Tenant is a corporation, partnership, limited liability company, limited liability partnership, trust, association or other business entity (other than a corporation whose stock is publicly traded), permit, directly or indirectly, the transfer of any ownership interest in Tenant so as to result in (i) a change in the current control of Tenant, (ii) a transfer of twenty-five percent (25%) or more in the aggregate in any twelve (12) month period in the beneficial ownership of such entity or (iii) a transfer of all or substantially all of the assets of Tenant, (d) sublet any portion of the Premises, or (e) grant any license, concession, or other right of occupancy of or with respect to any portion of the Premises, or (f) permit the use of the Premises by any party other than Tenant or a Tenant Party (each of the events listed in this Paragraph 9.1 being referred to herein as a "Transfer"). If Tenant requests Landlord's consent to any Transfer, then at least twenty (20) business days prior to the effective date of the proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer and all consideration therefor (including a calculation of the Transfer Profits described below), copies of the proposed documentation, and the following information relating to the proposed transferee: name and address; information reasonably satisfactory to Landlord concerning the proposed transferee's business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the parties agree that it shall be reasonable for Landlord to withhold any such consent if, without limitation, Landlord determines in good faith that (A) the proposed transferee is not of a reasonable financial standing or is not creditworthy, (B) the proposed transferee is a governmental agency, (~~C) the proposed transferee, or any affiliate thereof, is then an occupant in the Project or has engaged in discussions with Landlord concerning a lease of direct space in the Project, (~~D) the proposed Transfer would result in a breach of any obligation of Landlord or permit any other tenant in the Project to terminate or modify its lease, (E) there is then in effect an uncured Event of Default, (F) the Transfer would increase the occupancy density or parking density of the Project or any portion thereof, (G) the Transfer would result in an undesirable tenant mix for the Project, as determined in good faith by Landlord, (H) the proposed transferee does not enjoy a good reputation, as a business or as a tenant; or (I) any guarantor of the Lease does not consent to such Transfer in a form satisfactory to Landlord. Any Transfer made without Landlord's consent shall be void and, at Landlord's election, shall constitute an Event of Default by Tenant. Tenant shall also, within ten (10) days of written demand therefor, pay to Landlord $500 as a review fee for each Transfer request, and reimburse Landlord for its reasonable attorneys' fees and all other costs incurred in connection with considering any request for consent to a proposed Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord Landlord's standard form transfer ~~Short Form Office - Net Lease (CA) -4- Version 10.1~~ consent and agreement whereby the proposed transferee expressly assumes the Tenant's obligations hereunder. Landlord's consent to a Transfer shall not release Tenant from its obligations under this Lease (or any guarantor of this Lease of its obligations with respect thereto), but rather Tenant and its transferee shall be jointly and severally liable for all obligations under this Lease allocable to the space subject to such Transfer. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. In the event of any claim by Tenant that Landlord has breached its obligations under this Paragraph 9.1, Tenant's remedies shall be limited to recovery of its out-of-pocket damages and injunctive relief.

Appears in 1 contract

Samples: Office Lease (E Comnetrix Inc)

Transfers; Consent. Tenant shall not, without the prior written consent of Landlord, (a) assign, transfer, mortgage, hypothecate, or encumber this Lease or any estate or interest herein, whether directly, indirectly or by operation of law, (b) permit any other entity to become a Tenant hereunder by merger, consolidation, or other reorganization, (c) if Tenant is a corporation, partnership, limited liability company, limited liability partnership, trust, association or other business entity (other than a corporation whose stock is publicly traded), permit, directly or indirectly, the transfer of any ownership interest in Tenant so as to result in (i) a change in the current control of Tenant, (ii) a transfer of twenty-five percent (25%) or more in the aggregate in any twelve (12) month period in the beneficial ownership of such entity or (iii) a transfer of all or substantially all of the assets of Tenant, (d) sublet any portion of the Premises, or (e) grant any license, concession, or other right of occupancy of or with respect to any portion of the Premises, or (f) permit the use of the Premises by any party other than Tenant or a Tenant Party (each of the events listed in this Paragraph 9.1 being referred to herein as a "Transfer"). If Tenant requests Landlord's consent to any Transfer, then at least twenty (20) business days prior to the effective date of the proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer and all consideration therefor (including a calculation of the Transfer Profits described below), copies of the proposed documentation, and the following information relating to the proposed transferee: name and address; information reasonably satisfactory to Landlord concerning the proposed transferee's business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the parties agree that it shall be reasonable for Landlord to withhold any such consent if, without limitation, Landlord determines in good faith that (A) the proposed transferee is not of a reasonable financial standing or is not creditworthy, (B) the proposed transferee is a governmental agency, (C) the proposed transferee, or any affiliate thereof, is then an occupant in the Project or has engaged in discussions with Landlord concerning a direct lease of ~~direct~~ space in the Project, (D) the proposed Transfer would result in a breach of any obligation of Landlord or permit any other tenant in the Project to terminate or modify its lease, (E) there is then in effect an uncured Event of Default, (F) the Transfer would increase the occupancy density or parking density of the Project or any portion thereof, (G) the Transfer would result in an undesirable tenant mix for the Project, as determined in good faith by Landlord, (H) the proposed transferee does not enjoy a good reputation, as a business or as a tenant; or (I) any guarantor of the Lease does not consent to such Transfer in a form satisfactory to Landlord. Any Transfer made without Landlord's consent shall be void and, at Landlord's election, shall constitute an Event of Default by Tenant. Tenant shall also, within ten (10) days of written demand therefor, pay to Landlord $500 as a review fee for each Transfer request, and reimburse Landlord for its reasonable attorneys' fees and all other costs incurred in connection with considering any request for consent to a proposed Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord Landlord's ’s standard form transfer ~~Short Form Office - Net Lease (CA) -4- Version 10.1~~ consent and agreement whereby the proposed transferee expressly assumes the Tenant's obligations hereunder. Landlord's consent to a Transfer shall not release Tenant from its obligations under this Lease (or any guarantor of this Lease of its obligations with respect thereto), but rather Tenant and its transferee shall be jointly and severally liable for all obligations under this Lease allocable to the space subject to such Transfer. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. In the event of any claim by Tenant that Landlord has breached its obligations under this Paragraph 9.1, Tenant's ’s remedies shall be limited to recovery of its out-of-pocket damages and injunctive relief.

Appears in 1 contract

Samples: Office Lease (Avi Biopharma Inc)

Transfers; Consent. Tenant shall not, without the prior written consent of Landlord, (a) assign, transfer, mortgage, hypothecate, or encumber this Lease or any estate or interest herein, whether directly, indirectly or by operation of law, (b) permit any other entity to become a Tenant hereunder by merger, consolidation, or other reorganization, (c) if Tenant is a corporation, partnership, limited liability company, . limited liability partnership, trust, association or other business entity (other than a corporation whose stock is publicly traded), permit, directly or indirectly, the transfer of any ownership interest in Tenant so as to result in (i) a change in the current control of Tenant, (ii) a transfer of twenty-five percent (25%) or more in the aggregate in any twelve (12) month period in the beneficial ownership of such entity or (iii) a transfer of all or substantially all of the assets of Tenant, (d) sublet any portion of the Premises, or (e) grant any license, concession, or other right of occupancy of or with respect to any portion of the Premises, or (f) permit the use of the Premises by any party other than Tenant or a Tenant Party (each of the events listed in this Paragraph 9.1 being referred to herein as a "~~Transfer~~TRANSFER"). If Tenant requests Landlord's consent to any Transfer, then at least twenty (20) business days prior to the effective date of the proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer and all consideration therefor (including a calculation of the Transfer Profits described below), copies of the proposed documentation, and the following information relating to the proposed transferee: name and address; information reasonably satisfactory to Landlord concerning the proposed transferee's business and business history; its proposed use of the ~~Premises~~Premises (including, without limitation, any proposed use of Hazardous Materials); banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the parties agree that it shall be reasonable for Landlord to withhold any such consent if, without limitation, Landlord determines in good faith that (A) the proposed transferee is not of a reasonable financial standing or is not creditworthy, (B) the proposed transferee is a governmental agency, (C) the proposed transferee, or any affiliate thereof, is then an occupant in the Project or has engaged in discussions with Landlord concerning a lease of direct space in the Project, (D) the proposed Transfer would result in a breach of any obligation of Landlord or permit any other tenant in the Project to terminate or modify its lease, (E) there is then in effect an uncured Event of Default, (F) the ~~Transfer would increase the occupancy density~~ business or ~~parking density~~ operations of the ~~Project~~ proposed transferee would involve the Handling of Hazardous Materials in, on, or ~~any portion thereof~~about the Premises, (G~~) the Transfer would result in an undesirable tenant mix for the Project, as determined in good faith by Landlord, (H~~) the proposed transferee does not enjoy a good reputation, as a business or as a tenant; or (IH) any guarantor of the Lease does not consent to such Transfer in a form satisfactory to Landlord. Any Transfer made without Landlord's consent shall be void and, at Landlord's election, shall constitute an Event of Default by Tenant. Tenant shall also, within ten (10) days of written demand therefor, pay to Landlord $500 as a review fee for each Transfer request, and reimburse Landlord for its reasonable attorneys' fees and all other costs incurred in connection with considering any request for consent to a proposed Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord Landlord's standard form transfer ~~Short Form Office - Net Lease (CA) -4- Version 10.1~~ consent and agreement whereby the proposed transferee expressly assumes the Tenant's obligations hereunder. Landlord's consent to a Transfer shall not release Tenant from its obligations under this Lease (or any guarantor of this Lease of its obligations with respect thereto), but rather Tenant and its transferee shall be jointly and severally liable for all obligations under this Lease allocable to the space subject to such Transfer. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. In the event of any claim by Tenant that Landlord has breached its obligations under this Paragraph 9.1, Tenant's remedies shall be limited to recovery of its out-of-pocket damages and injunctive relief.

Appears in 1 contract

Samples: Industrial Lease (Sitesmith Inc)

Transfers; Consent. Tenant shall not, without the prior written consent of Landlord, (a) assign, transfer, mortgage, hypothecate, or encumber this Lease or any estate or interest herein, whether directly, indirectly or by operation of law, (b) permit any other entity to become a Tenant hereunder by merger, consolidation, or other ~~reorganization~~reorganization (but this subparagraph (b) shall not be applicable if Tenant is a corporation whose stock is publicly traded), (c) if Tenant is a corporation, partnership, limited liability company, limited liability partnership, trust, association or other business entity (other than a corporation whose stock is publicly traded), permit, directly or indirectly, the transfer of any ownership interest in Tenant so as to result in (i) a change in the current control of Tenant, (ii) a transfer of twenty-five percent (25%) or more in the aggregate in any twelve (12) month period in the beneficial ownership of such entity or (iii) a transfer of all or substantially all of the assets of Tenant, (d) sublet any portion of the Premises, or (e) grant any license, concession, or other right of occupancy of or with respect to any portion of the Premises, or (f) permit the use of the Premises by any party other than Tenant or a Tenant Party (each of the events listed in this Paragraph 9.1 being referred to herein as a "Transfer"). ~~If Tenant requests Landlord's consent to any Transfer, then at~~ At least twenty (20) business days prior to the effective date of ~~the~~ any proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer and all consideration ~~therefor (including a calculation of the Transfer Profits described below)~~therefor, copies of the proposed documentation, and ~~the following~~ such information ~~relating to the proposed transferee: name and address; information~~ as Landlord may reasonably satisfactory to Landlord concerning the proposed transferee's business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the parties agree that it shall be reasonable for Landlord to withhold any such consent if, without limitation, Landlord determines in good faith that (A) the proposed transferee is not of a reasonable financial standing or is not creditworthy, (B) the proposed transferee is a governmental agency, (C) the proposed transferee, or any affiliate thereof, is then an occupant in the Project or has engaged in discussions with Landlord concerning a lease of direct space in the Project, (D) the proposed Transfer would result in a breach of any obligation of Landlord or permit any other tenant in the Project to terminate or modify its lease, (E) there is then in effect an uncured Event of Default, (F) the Transfer would increase the occupancy density or parking density of the Project or any portion thereof, (G) the Transfer would result in an undesirable tenant mix for the Project, as determined in good faith by Landlord, (H) the proposed transferee does not enjoy a good reputation, as a business or as a tenant; or (I) any guarantor of the Lease does not consent to such Transfer in a form satisfactory to Landlordrequire. Any Transfer made without Landlord's consent shall be void ~~and, at Landlord's election,~~ and shall constitute an Event of Default by Tenant. Tenant shall ~~also, within ten (10) days of written demand therefor,~~ pay to Landlord $500 as a review fee for each Transfer request, and reimburse Landlord for its reasonable attorneys' fees and all other costs incurred in connection with considering any request for consent to a proposed Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord Landlord's standard form transfer Short Form Office - Net Lease (CA) -4- Version 10.1 consent and agreement whereby the proposed transferee expressly assumes the Tenant's obligations hereunder. Landlord's consent to a Transfer shall not release Tenant from its obligations under this Lease (or any guarantor of this Lease of its obligations with respect thereto)~~, but rather Tenant and its transferee shall be jointly and severally liable for all obligations under this Lease allocable to the space subject to such Transfer~~. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. In the event of any claim by Tenant that Landlord has breached its obligations under this Paragraph 9.1, Tenant's remedies shall be limited to recovery of its out-of-pocket damages and injunctive relief.

Appears in 1 contract

Samples: Lease Agreement (Manchester Technologies Inc)

Transfers; Consent. Tenant shall not, without the prior written consent of ~~Landlord~~Landlord (which consent shall not be unreasonably withheld, conditioned or delayed), (a1) assign, transfer~~, mortgage, hypothecate~~, or encumber this Lease or any estate or interest herein, whether ~~directly, indirectly~~ directly or by operation of law, (b2) permit any other entity to become a Tenant hereunder by merger, consolidation, or other ~~reorganization~~reorganization unless the resulting entity is also a publicly traded entity that is of equal or greater financial status as Tenant, (c3) if Tenant is ~~a corporation, partnership, limited liability company, limited liability partnership, trust, association or other business~~ an entity (other than a corporation whose stock is publicly traded), ~~permit, directly or indirectly,~~ permit the transfer of ~~any~~ an ownership interest in Tenant so as to result in ~~(i)~~ a change in the current control of Tenant, (ii) a transfer of twenty-five percent (25%) or more in the aggregate in any twelve (12) month period in the beneficial ownership of such entity or (iii) a transfer of all or substantially all of the assets of Tenant, (d4) sublet any portion of the Premises, or (e5) grant any license, concession, or other right of occupancy of ~~or with respect to~~ any portion of the Premises, or (f6) permit the use of the Premises by any ~~party~~ parties other than Tenant ~~or a Tenant Party~~ (~~each~~ any of the events listed in ~~this Paragraph 9.1~~ Sections 10.(a)(1) through 10.(a)(6) being ~~referred to herein as~~ a "“Transfer"”). If Tenant requests Landlord's ’s consent to ~~any~~ a Transfer, then ~~at least twenty (20) business days prior to the effective date of the proposed Transfer,~~ Tenant shall provide Landlord with a written description of all terms and conditions of the proposed ~~Transfer and all consideration therefor (including a calculation of the Transfer Profits described below)~~Transfer, copies of the proposed documentation, and the following information ~~relating to~~ about the proposed transferee: name and address; commercially reasonable information ~~reasonably satisfactory to Landlord concerning the proposed transferee's~~ about its business and business history; its proposed use of the Premises; ~~banking, financial, and other~~ credit information; and general references sufficient to enable Landlord to determine the proposed transferee's ’s creditworthiness and character. ~~Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the parties agree~~ It is understood and agreed that it ~~shall be~~ is reasonable for Landlord to withhold ~~any such~~ its consent ifhereunder to a proposed Transfer based upon, ~~without limitation~~among other factors, ~~Landlord determines in good faith that~~ the following factors: (Ai) the reputation and experience of the proposed transferee is ~~not~~ in keeping with tenants in similar class buildings in the City of ~~a reasonable financial standing or is not creditworthy~~Austin Southwest office market, (Bii) the ~~proposed transferee is a governmental agency, (C)~~ creditworthiness of the proposed transferee, ~~or any affiliate thereof, is then an occupant in the Project or has engaged in discussions with Landlord concerning a lease of direct space in the Project,~~ and (Diii) the ~~proposed Transfer would result in a breach~~ operations and use of any obligation of Landlord or permit any other tenant in the Project to terminate or modify its lease, (E) there is then in effect an uncured Event of Default, (F) the Transfer would increase the occupancy density or parking density of the Project or any portion thereof, (G) the Transfer would result in an undesirable tenant mix for the Project, as determined in good faith by Landlord, (H) the proposed transferee ~~does not enjoy a good reputation~~considering, ~~as a business or as a tenant; or (I) any guarantor~~ among other things, the parking requirements of the Lease does not consent to such Transfer in a form satisfactory to Landlord. Any Transfer made without Landlord's consent shall be void and, at Landlord's election, shall constitute an Event of Default by Tenantproposed transferee and any existing exclusive use restriction. Tenant shall ~~also, within ten (10) days of written demand therefor, pay to Landlord $500 as a review fee for each Transfer request, and~~ reimburse Landlord for its reasonable attorneys' ’ fees and ~~all~~ other ~~costs~~ expenses incurred in connection with considering any request for its consent to a ~~proposed~~ Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord ~~Landlord's standard form transfer Short Form Office - Net Lease (CA) -4- Version 10.1 consent and~~ a written agreement whereby ~~the proposed transferee~~ it expressly assumes the Tenant's ’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer, and only to the extent of the rent it has agreed to pay Tenant therefore. Landlord's ’s consent to a Transfer shall not release Tenant from performing its obligations under this ~~Lease (or any guarantor of this Lease of its obligations with respect thereto)~~Lease, but rather Tenant and its transferee shall be jointly and severally liable ~~for all obligations under this Lease allocable to the space subject to such Transfer~~therefore. Landlord's ’s consent to any Transfer shall not waive Landlord's ’s rights as to any subsequent Transfers. In If an Event of Default occurs while the ~~event~~ Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of ~~any claim by~~ rent directly to Landlord upon receipt of notice from Landlord to do so. (b) Cancellation Landlord may, within thirty (30) days after submission of Tenant’s written request for Landlord’s consent to a Transfer involving the assignment of more than 50% of Tenant’s interest in the Lease or the sublease of more then 50% of the Premises, notify Tenant that Landlord ~~has breached its obligations under~~ intends to cancel this ~~Paragraph 9.1~~Lease (or, as to a subletting or assignment, cancel as to the portion of the Premises proposed to be sublet or assigned) as of the date the proposed Transfer was to be effective. If Landlord notifies Tenant that Landlord intends to cancel this Lease (or a portion thereof), Tenant may withdraw, by written notice to Landlord, Tenant~~'s remedies~~ ’s request that Tenant consent to such a Transfer in which event such cancellation will be void. Otherwise, if Landlord cancels this Lease as to any portion of the Premises, then this Lease shall ~~be limited~~ cease for such portion of the Premises and Tenant shall pay to ~~recovery~~ Landlord all Rent accrued through the cancellation date relating to the portion of ~~its out-of-pocket damages and injunctive relief~~the Premises covered by the proposed Transfer. Thereafter, Landlord may lease such portion of the Premises to the prospective transferee (or to any other person) without liability to Tenant.

Appears in 1 contract

Samples: Lease Agreement (Arthrocare Corp)

Transfers; Consent. Tenant shall not, without the prior written consent of Landlord, (a) assign, transfer, mortgage, hypothecate, or encumber this Lease or any estate or interest herein, whether directly, indirectly or by operation of law, (b) permit any other entity to become a Tenant hereunder by merger, consolidation, or other reorganization, (c) if Tenant is a corporation, partnership, limited liability company, limited liability partnership, trust, association or other business entity (other than a corporation whose stock is publicly traded), permit, directly or indirectly, the transfer of any ownership interest in Tenant so as to result in (i) a change in the current control of Tenant, (ii) a transfer of twenty-five percent (25%) or more in the aggregate in any twelve (12) month period in the beneficial ownership of such entity or (iii) a transfer of all or substantially all of the assets of Tenant, (d) sublet any portion of the Premises, or (e) grant any license, concession, or other right of occupancy of or with respect to any portion of the Premises, or (f) permit the use of the Premises by any party other than Tenant or a Tenant Party (each of the events listed in this Paragraph 9.1 being referred to herein as a "“Transfer"”). If Tenant requests Landlord's ’s consent to any Transfer, then at least twenty (20) business days prior to the effective date of the proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer and all consideration therefor (including a calculation of the Transfer Profits described below), copies of the proposed documentation, and the following information relating to the proposed transferee: name and address; information reasonably satisfactory to Landlord concerning the proposed transferee's ’s business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's ’s creditworthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the parties agree that it shall be reasonable for Landlord to withhold any such consent if, without limitation, Landlord determines in good faith that (A) the proposed transferee is not of a reasonable financial standing or is not creditworthy, (B) the proposed transferee is a governmental agency, (C) the proposed transferee, or any affiliate thereof, is then an occupant in the Project or has engaged in discussions with Landlord concerning a lease of direct space in the Project, (D) the proposed Transfer would result in a breach of any obligation of Landlord or permit any other tenant in the Project to terminate or modify its lease, (E) there is then in effect an uncured Event of Default, (F) the Transfer would increase the occupancy density or parking density of the Project or any portion thereof, (G) the Transfer would result in an undesirable tenant mix for the Project, as determined in good faith by Landlord, (H) the proposed transferee does not enjoy a good reputation, as a business or as a tenant; or (I) any guarantor of the Lease does not consent to such Transfer in a form satisfactory to Landlord. Any Transfer made without Landlord's ’s consent shall be void and, at Landlord's ’s election, shall constitute an Event of Default by Tenant. Tenant shall also, within ten (10) days of written demand therefor, pay to Landlord $500 as a review fee for each Transfer request, and reimburse Landlord for its reasonable attorneys' ’ fees and all other costs incurred in connection with considering any request for consent to a proposed Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord Landlord's ’s standard form transfer ~~Short Form Office - Net Lease (CA) -4- Version 10.1~~ consent and agreement whereby the proposed transferee expressly assumes the Tenant's ’s obligations hereunder. Landlord's ’s consent to a Transfer shall not release Tenant from its obligations under this Lease (or any guarantor of this Lease of its obligations with respect thereto), but rather Tenant and its transferee shall be jointly and severally liable for all obligations under this Lease allocable to the space subject to such Transfer. Landlord's ’s consent to any Transfer shall not waive Landlord's ’s rights as to any subsequent Transfers. In the event of any claim by Tenant that Landlord has breached its obligations under this Paragraph 9.1, Tenant's ’s remedies shall be limited to recovery of its out-of-pocket damages and injunctive relief.

Appears in 1 contract

Samples: Office Lease (Intarcia Therapeutics, Inc)

Common use of Transfers; Consent Clause in Contracts