Common use of Transfers Requiring Landlord Consent Clause in Contracts

Transfers Requiring Landlord Consent. (a) Except as explicitly set forth in this Article 10, Tenant may not, without Landlord’s written consent, either directly or indirectly, either make or permit any of the following: an assignment of all or any portion of Tenant’s interest in this Lease; a sublease of all or any portion of the Premises; a sale, assignment pledge or other transfer of shares of stock, partnership interests or other ownership interest in Tenant or any guarantor of this Lease resulting in a change in the voting control of Tenant or any guarantor (except that the sale of stock of a corporation that is the Tenant or any guarantor will not constitute an assignment under this Lease, and Landlord’s consent thereto is not required, if the stock of such corporation is, both before and after the sale, traded on a national securities exchange registered with the Securities and Exchange Commission); a sale, assignment, pledge or other transfer of an aggregate of more than twenty-five percent (25%) of the business assets of Tenant or any guarantor; a management or other agreement or arrangement under which Tenant permits any person other than a bona-fide employee of Tenant either to direct, manage or control the day-to-day operations of the business operated in the Premises or to participate in the income or profits derived therefrom; a hypothecation, mortgage, pledge or other grant of a security interest in this Lease; or an attachment, execution or other lien upon Tenant’s rights or interest under this Lease. Upon Tenant’s submission of a request for Landlord’s consent to any such transfer, Tenant shall pay to Landlord Landlord’s then standard processing fee and reasonable attorneys’ fees and costs incurred in connection with the proposed transfer, which the parties hereby stipulate to be ONE THOUSAND FIVE HUNDRED AND 00/100 DOLLARS ($1,500.00), unless Landlord provides to Tenant evidence that Landlord has incurred greater costs in connection with the proposed transfer. Landlord shall have no liability to Tenant or to any proposed transferee for damages if it is adjudicated that Xxxxxxxx’s consent has been unreasonably withheld and such unreasonable withholding of consent constitutes a breach of this Lease or other duty to Tenant, the proposed transferee or any other person on the part of Landlord. In such event, Xxxxxx’s sole remedy shall be to have the proposed transfer declared valid as if Xxxxxxxx’s consent had been duly and timely given (although Tenant shall be entitled to reasonable attorneys’ fees if it is determined to be the prevailing party in such litigation). Tenant hereby specifically waives its rights under California Civil Code Section 1995.310 (and any successor provision) and agrees that the rights of Tenant for failure of Landlord to consent to a transfer shall be governed by this Section 10.01. (b) Landlord may accept rent from any occupant of the Premises and apply such sums to the rent payable by Tenant under this Lease, but no such acceptance of rent will constitute a waiver of any restriction contained in this Article or release Tenant from its obligations under this Lease. Notwithstanding any assignment or subletting of this Lease, Tenant shall remain fully liable for the full performance of all obligations under this Lease to be performed by Xxxxxx, and shall not be released in any manner.‌ (c) In the event of any assignment or subletting of this Lease, Tenant shall pay Landlord monthly, as Additional Rent, the greater of (i) the excess, if any, of the consideration (whether or not denoted as rent) payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable to Landlord pursuant to this Lease as reasonably determined by Landlord, or (ii) the highest Percentage Rent payable under this Lease by Tenant during the three (3) years immediately preceding such assignment or subletting. Tenant shall pay such sums to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease. (d) In addition to Xxxxxxxx’s right to approve or disapprove of any proposed assignment or subletting, Landlord shall have the right (except for an assignment or subletting explicitly permitted under this Lease), to be exercised by giving notice to Tenant within forty-five (45) days after receipt of Tenant’s request to assign or sublet, to recapture the Premises, or the portion thereof described in the sublease. If notice of such recapture is given and Xxxxxx does not withdraw such request to assign or sublet within twenty (20) days following Xxxxxx’s receipt of Landlord’s notice to recapture, then such notice shall serve to terminate this Lease with respect to the space involved or, if the proposed assignment or sublease covers the entire Premises and the Term, it shall serve to terminate this Lease, in either case as of the thirtieth (30th) day after the date of Landlord’s notice.‌ (e) The provision against subletting in this Section will apply so as to prohibit Tenant from granting concessions without Xxxxxxxx’s consent for the operation of one or more departments of the business of Tenant. Without limitation, any grant of concessions consented to by Landlord will be subject to the conditions that: (i) each such concession which may be granted by Tenant will be subject to all of the terms and provisions of this Lease;

Transfers Requiring Landlord Consent. (a) Except as explicitly set forth in this Article 10Article, Tenant may not, without Landlord’s written consent, which consent shall not unreasonably be withheld, conditioned or delayed as either directly or indirectly, either make or permit any of the following: an assignment of all or any portion of Tenant’s interest in this Lease; a sublease of all or any portion of the Premises; unless Tenant or its parent is a publicly traded company, a sale, assignment pledge or other transfer of shares of stock, partnership interests or other ownership interest in Tenant or any guarantor of this Lease resulting in a change in the voting control of Tenant or any guarantor (except that the sale of stock of a corporation that is the Tenant or any guarantor will not constitute an assignment under this Lease, and Landlord’s consent thereto is not required, if the stock of such corporation is, both before and after the sale, traded on a national securities exchange registered with the Securities and Exchange Commission)guarantor; a sale, assignment, pledge or other transfer of an aggregate of more than twenty-five percent (25%) 51% of the business assets of Tenant or any guarantor; a management or other agreement or arrangement under which Tenant permits any person other than a bona-fide employee of Tenant either to direct, manage or control the day-to-day operations of the business operated in the Premises or to participate in the income or profits derived therefrom; a hypothecation, mortgage, pledge or other grant of a security interest in this Lease; or an attachment, execution or other lien upon TenantXxxxxx’s rights or interest under this Lease. Upon . (b) If Tenant shall desire to assign or sublet this Lease, Tenant shall, at least thirty (30) days prior to the effective date of any proposed assignment or sublet, by notice given as provided in Section 18.16 (“Tenant’s submission Notice”), furnish Landlord with (i) the name and address of the proposed assignee or sublessee; (ii) the terms, conditions and consideration of the proposed assignment or sublet; (iii) current financial information with respect to the proposed assignee or sublessee, including, without limitation, a current xxxxx-cial report; and (iv) any other information as Landlord may reasonably request with respect to the proposed assignee or sublessee. (c) The following conditions also must be complied with before any assignment or sublet may be permitted herein: (A) The assignment shall transfer to the assignee all of Tenant’s rights in, and interest under this Lease, including the security deposited hereunder. (B) At the time the request for LandlordXxxxxxxx’s consent to the assignment or sublet is made and at the time of such assignment or sublet, this Lease must be in full force and effect without any breach or default thereunder on the part of Tenant beyond notice and the expiration of any applicable cure period. (C) The assignee shall assume, by written recordable instrument, in form and content satisfactory to Landlord, the due performance of all of Tenant’s obligations under the Lease, including any accrued obligations at the time of the assignment. (D) A copy of the proposed assignment and the assumption agreement (both in form and content satisfactory to Landlord) together with a copy of corporate resolutions authorizing such transferassumption agreement, shall be delivered to Landlord. (E) A copy of the proposed sublease by sublandlord and subtenant shall be delivered to Landlord. (F) Such assignment shall be upon and subject to all the provisions, terms, covenants and conditions of this Lease and Tenant, and any assignees, shall continue to be and remain liable thereunder. (G) Tenant shall pay to Landlord pay, as Additional Rent, Landlord’s then standard processing fee and reasonable out-of-pocket costs incurred in connection with any subletting or assignment proposed by Tenant up to $2,500, whether or not consented to by Landlord, including, without limitation, reasonable attorneys’ fees and the costs incurred in connection with the proposed transfer, which the parties hereby stipulate to of credit checks and reports. Such Additional Rent shall be ONE THOUSAND FIVE HUNDRED AND 00/100 DOLLARS payable by Tenant within ten ($1,500.00), unless Landlord provides to Tenant evidence that Landlord has incurred greater costs in connection with the proposed transfer. Landlord shall have no liability to Tenant or to any proposed transferee for damages if it is adjudicated that 10) days after Xxxxxxxx’s consent has been unreasonably withheld and such unreasonable withholding demand therefor. Notwithstanding the foregoing to the contrary, Tenant may sublease up to twenty-five percent (25%) of consent constitutes a breach of this Lease or other duty the Premises on notice to Tenant, Landlord but without the proposed transferee or any other person on the part of Landlord. In such event, Xxxxxx’s sole remedy shall be requirement to have the proposed transfer declared valid as if obtain Xxxxxxxx’s consent had been duly and timely given (although Tenant shall be entitled to reasonable attorneys’ fees if it is determined to be the prevailing party in such litigation). Tenant hereby specifically waives its rights under California Civil Code Section 1995.310 (and any successor provision) and agrees that the rights of Tenant for failure of Landlord to consent to a transfer shall be governed by this Section 10.01consent. (bd) Landlord may accept rent from any occupant of the Premises and apply such sums to the rent payable by Tenant under this Lease, but no such acceptance of rent will constitute a waiver of any restriction contained in this Article or release Tenant from its obligations under this Lease. Notwithstanding any assignment of this Lease or subletting of this Leasethe Premises, Tenant shall remain fully liable for the full performance of all obligations under this Lease to be performed by XxxxxxTenant, and shall not be released in any manner.‌manner; provided that, subject to Landlord’s lender’s consent, Tenant shall be released if the new tenant’s financial strength is greater than Tenant’s financial strength as of the Commencement Date or the effective date of the assignment, whichever is greater. (ce) In the event of any assignment of this Lease or subletting of this Leasethe Premises, Tenant shall pay Landlord monthly, as Additional Rent, the greater fifty (50%) percent of (i) the excess, if any, of the consideration (whether or not denoted as rent) payable by the assignee or sublessee over the Minimum Annual Rent and other charges payable to Landlord pursuant to this Lease as reasonably determined by Landlordon a per square foot basis, or (ii) provided Tenant shall be entitled to first deduct the highest Percentage Rent payable under this Lease by Tenant during reasonable and customary costs of Tenant, if any, in effecting the three (3) years immediately preceding such assignment or subletting, including reasonable alteration costs, rent concessions, advertising and marketing costs, commissions and legal fees. Tenant shall pay such sums to Landlord concurrently with the payments of Minimum Annual Rent required under this Lease. (d) In addition to Xxxxxxxx’s right to approve or disapprove of any proposed assignment or subletting, Landlord shall have the right (except for an assignment or subletting explicitly permitted under this Lease), to be exercised by giving notice to Tenant within forty-five (455) days after of receipt of Tenant’s request to assign or sublet, to recapture the Premises, or the portion thereof described in the sublease. If notice of such recapture is given and Xxxxxx does not withdraw such request to assign or sublet within twenty (20) days following Xxxxxx’s receipt of Landlord’s notice to recapture, then such notice shall serve to terminate this Lease with respect to the space involved or, if the proposed assignment or sublease covers the entire Premises and the Term, it shall serve to terminate this Lease, in either case as of the thirtieth (30th) day after the date of Landlord’s notice.‌ (e) The provision against subletting in this Section will apply so as to prohibit Tenant from granting concessions without Xxxxxxxx’s consent for the operation of one or more departments of the business of Tenant. Without limitation, any grant of concessions consented to by Landlord will be subject to the conditions that: (i) each such concession which may be granted by Tenant will be subject to all of the terms and provisions of this Lease;same.

Transfers Requiring Landlord Consent. See Rider (a) Except as explicitly set forth in Tenant shall not voluntarily, involuntarily, or by operation of law, assign, transfer, mortgage or otherwise encumber this Article 10, Tenant may not, without Landlord’s written consent, either directly or indirectly, either make or permit any of the following: an assignment of all Lease or any portion interest of Tenant’s interest Tenant herein, in this Lease; a sublease of all whole or in part, nor sublet the whole or any portion part of the Premises; a sale, assignment pledge or other transfer of shares of stock, partnership interests or other ownership interest in Tenant or any guarantor of this Lease resulting in a change in the voting control of Tenant or any guarantor (except that the sale of stock of a corporation that is the Tenant or any guarantor will not constitute an assignment under this Lease, and Landlord’s consent thereto is not required, if the stock of such corporation is, both before and after the sale, traded on a national securities exchange registered with the Securities and Exchange Commission); a sale, assignment, pledge or other transfer of an aggregate of more than twenty-five percent (25%) of the business assets of Tenant or any guarantor; a management or other agreement or arrangement under which Tenant permits any person other than a bona-fide employee of Tenant either to direct, manage or control the day-to-day operations of the business operated in nor permit the Premises or any part thereof to participate be used or occupied by others (herein collectively referred to as an "Assignment"), without first obtaining in each and every instance the income prior written consent of Landlord which consent may be given or profits derived therefrom; withheld in Landlord's sole and absolute discretion. Any consent by Landlord to an Assignment shall be held to apply only to the specific transaction thereby authorized and shall not constitute a hypothecation, mortgage, pledge or other grant waiver of a security interest in this Lease; or an attachment, execution or other lien upon Tenant’s rights or interest under this Lease. Upon Tenant’s submission of a request necessity for Landlord’s such consent to any subsequent Assignment, including, but not limited to, a subsequent Assignment by any trustee, receiver or liquidator, or personal representative of Tenant, nor shall the references anywhere in this Lease to subtenants, licensees and concessionaires be construed as a consent by Landlord to an Assignment. If this Lease or any interest herein is assigned or if the Premises or any part thereof is sublet or used or occupied by anyone other than Tenant, whether Landlord's consent is required hereby or has been given or denied for such transferAssignment, Landlord may nevertheless collect rent (including, but not limited to, Fixed Minimum Rent, Percentage Rent, HVAC Charge, Tax Rent, Tenant's proportionate share of Landlord's Operating Costs, and additional rent) from the assignee, subleasee, user or occupant and apply the net amount collected to the rents herein reserved. In any event, Tenant shall pay to Landlord Landlord’s then standard processing fee and reasonable attorneys’ fees and costs incurred in connection with monthly, as additional rent, the proposed transfer, which excess of the parties hereby stipulate consideration received or to be ONE THOUSAND FIVE HUNDRED AND 00/100 DOLLARS received during such month for such Assignment ($1,500.00)whether or not denoted as rent) over the rental reserved for such month in this Lease applicable to such portion of the Premises subject to the Agreement. No such Assignment and/or collection shall be deemed a waiver of the covenant herein against Assignment, unless Landlord provides to or the acceptance of the assignee, subtenant, user or occupant as Tenant evidence that Landlord has incurred greater costs in connection with hereunder, or constitute a release of Tenant from the proposed transferfurther performance by Tenant of the terms and provisions of this Lease. Landlord shall have no liability to Tenant or to any proposed transferee for damages if it is adjudicated that Xxxxxxxx’s consent has been unreasonably withheld and such unreasonable withholding of consent constitutes a breach of If this Lease or other duty to Tenantany interest of Tenant herein is assigned, or if the proposed transferee whole or any other person on the part of Landlord. In such event, Xxxxxx’s sole remedy shall be to have the proposed transfer declared valid as if Xxxxxxxx’s consent had been duly and timely given (although Tenant shall be entitled to reasonable attorneys’ fees if it is determined to be the prevailing party in such litigation). Tenant hereby specifically waives its rights under California Civil Code Section 1995.310 (and any successor provision) and agrees that the rights of Tenant for failure of Landlord to consent to a transfer shall be governed by this Section 10.01. (b) Landlord may accept rent from any occupant of the Premises and apply such sums to the rent payable be sublet or used or occupied by Tenant under this Leaseothers, but no such acceptance of rent will constitute a waiver of any restriction contained in this Article or release Tenant from its obligations under this Lease. Notwithstanding any assignment or subletting of this LeaseTenant, Tenant after having obtained Landlord's prior written consent thereto, shall nevertheless remain fully liable for the full performance of all obligations under this Lease to be performed by XxxxxxTenant, and Tenant shall not be released therefrom in any manner.‌manner. In addition to the rights above, Landlord may condition its consent on the payment by Tenant to Landlord's management agent of a reasonable amount, but not less than Five, Hundred Dollars ($500.00), to defray Landlord's management agent's administrative costs, overhead and counsel fees in connection with the consideration, review or document preparation in connection with any Assignment. (cb) In If, at any time during the event Term, any part or all of any assignment the corporate shares of Tenant, or subletting of a parent corporation of which the Tenant is a direct or indirect subsidiary, shall be transferred by sale, assignment, bequest, inheritance, operation of law or other disposition so as to result in a change in the present effective voting control of Tenant or of such parent corporation by the person or persons owning or controlling a majority of the shares of Tenant or of such parent corporation on the date of this Lease, Tenant shall pay promptly notify Landlord monthlyin writing of such change, as Additional Rentand such change in voting control shall constitute an Assignment of this Lease for all purposes of this Section 17.01; provided, however that this provision shall not apply in the greater of event that over fifty percent (i50%) the excess, if any, of the consideration voting power of the Tenant corporation or of such parent corporation is held by fifty (whether 50) or not denoted as rentmore unrelated shareholders or distributed to such number of unrelated shareholders in a public distribution of securities. (c) payable by If Tenant is a partnership and if at any time during the assignee or sublessee over Term any person who at the Minimum Annual Rent and other charges payable to Landlord pursuant to time of the execution of this Lease as reasonably determined by Landlorddirectly or through control of a corporation or other partnership owns a general partner's interest ceases to own such general partner's interest, or (ii) the highest Percentage Rent payable under such cessation of ownership shall constitute an Assignment of this Lease by Tenant during the three (3) years immediately preceding such assignment or subletting. Tenant shall pay such sums to Landlord concurrently with the payments for all purposes of Minimum Annual Rent required under this LeaseSection 17.01. (d) In addition to Xxxxxxxx’s right to approve or disapprove Upon the occurrence of any proposed assignment such events as described in Section 17.01(a), 17.01(b), or subletting17.01(c) hereof, whether voluntary, involuntary, by operation of law, or otherwise, without the prior written consent of Landlord (whether or not Tenant shall have given notice thereof to Landlord), Landlord shall have the right may treat any such occurrence as an Event of Default. (except e) Tenant's sole remedy for an assignment Landlord's failure or subletting explicitly permitted under this Lease), refusal to be exercised by giving notice consent to Tenant within forty-five (45) days after receipt of Tenant’s request to assign or sublet, to recapture the Premises, or the portion thereof described in the sublease. If notice of such recapture is given and Xxxxxx does not withdraw such request to assign or sublet within twenty (20) days following Xxxxxx’s receipt of Landlord’s notice to recapture, then such notice shall serve to terminate this Lease with respect to the space involved or, if the a proposed assignment or sublease covers the entire Premises and the Termshall be to seek specific performance or injunctive or declaratory relief, it shall serve Tenant hereby waiving any claims for damages claimed to terminate this Lease, in either case as of the thirtieth (30th) day after the date of Landlord’s notice.‌ (e) The provision against subletting in this Section will apply so as to prohibit Tenant from granting concessions without Xxxxxxxx’s consent for the operation of one or more departments of the business of Tenant. Without limitation, any grant of concessions consented to by Landlord will be subject to the conditions that: (i) each such concession which may be granted by Tenant will be subject to all of the terms and provisions of this Lease;arise therefrom.